Forbidden Lost Memory
by Ophi
Summary: What happens when Gwen finds an unseen page in her spell book? Possibly a new ally is found. Final chapter is up.
1. A bit of a fuller summary

This is a little bit of a fuller summary/disclaimer I guess. Pretty much just how I intend to write the story.

First off I don't own the rights to Ben 10 or any of the characters/props involved, other than Fal which is my own made up character but he was created with the characteristics of other characters from other series not just Ben 10. Those will be shown as the story progresses.

Another thing is that I have the romance in part of the description. I'm not going to give a lot of hints about it but I can guarantee that it won't be KevinxGwen because I'm against that idea to it's core.

I also want to say that the story's time line starts when Ben and Gwen are on their spring break from school, the one right after the summer end in the Ben 10 series. So, correct me if I'm wrong, but their twelfth birthday should be in the upcoming summer. You'll notice that their behavior is a little off from their original characters but that's because I'm trying to portray the start of hormones and puberty and stuff. I intend the story to be between the time they're eleven and a half and around the age of sixteen so there will most likely be some time skips.

Also I don't like how the Ben 10: AF's story is so far so I won't be trying to incorporate AF into the story. And I don't like how they made Gwen look in AF, I always saw an older Gwen as looking relatively the same as the original series but a little taller, Ben and Kevin I don't mind though so their fine. As for the omnitrix, I'm not fancying the replacement aliens other then two or three so… I plan to keep the old aliens in the story but mix the aliens I like from AF later on.

I'll probably add more to this page as it comes to me but it hasn't yet so I haven't written it yet hehe.


	2. Found

Forbidden Lost Memory

Forbidden Lost Memory

Chapter one: Found

"Hey Gwen," a boy spoke from a picnic table, "Go get me a funnel cake from that food place over there." He turned around and pointed at a food stand decorated with various cooking machines. In the display case were hot pretzels, hot dogs, pizzas, bread sticks, and other snack foods.

"You have legs, get it yourself Ben," replied Gwen who sat opposite of Ben. She was reading her spell book; since school started she hasn't been able to practice much and missed doing so.

"But I don't have any money," Ben grunted, "and I'm hungry." Gwen looked up from her book at him and sighed. She reached into her pocket, took out a few bills, and handed them to Ben.

"There but you have to go buy it yourself, don't lose it walking over." She went back to reading her book, mumbling something under her breath. Satisfied Ben stood up and started towards the stand. He sat back down readying himself when Gwen swiped a fairly large piece from the plate.

"Hey!" Ben said with an aggregated tone.

"Don't get mad at me, you wouldn't even have any without me." Gwen smiled and went back to her book while she ate. Staying silent Ben went to ripe a piece off to eat, right before he put it in his mouth it exploded in his face. Falling backwards off his chair and sugar powder covering him he landed on his back surprised. Looking up he saw Gwen pointing and laughing at her cousin.

"What happened?" Ben asked still surprised.

"Oh nothing just your own clumsiness dweeb." Gwen said in a strange tone, calming herself now and showing a satisfied smile. Ben still didn't understand and stood up wiping the powder off. Looking at his clothes he went the restroom to try and get more of it off.

"Gwen where's Ben?" Max asked as he walked up to the table scratching his head.

"He was a dufus and got funnel cake powder all over himself," Gwen said answering his question and pointing towards the restroom. Max chuckled a little and went to check to see if he could help.

A few minutes later both Ben and Max walked outside and back to the table where Gwen was still reading.

"Guess what I found grandpa," Gwen showed him a page in her spell book.

"What's it say?" Max asked as he peered at it.

"That's the thing grandpa; I can't find any reference as to the language that it's written in. Oddly I don't know how to read the language yet I can understand what it says. And also each time I turn back to the page it says something different, it's really strange."

"Are you sure it's not your imagination that you can read it?" Max said thinking that it was simple misunderstanding.

"I'm sure grandpa; I don't even struggle to understand. I can just look at it and understand just the same as us talking right now," Gwen responded.

"Maybe it's a love note from Trey," Ben said with snicker. Gwen looked at Ben and mumbled again under her breath.

What was left of the funnel cake rose up and engulfed Ben for a few seconds. Afterwards Ben was covered in everyway possible. Suddenly he snapped.

"Hey! You caused the other funnel cake thing too didn't you?" Ben asked angrily. Gwen smirked and looked back to Max.

"Anyway it's weird, I never noticed the page before and I've read the book over and over."

"It is magic Gwen. I'd say not to mess with it until you understand what it is. Never know what may happen if you're not careful, just like Ben with…"

"Grandpa!" Ben interrupted.

"Now Ben you're not the only one, I've done things that I should have waited and thought about it first. It's bound to happen by nature but we can always look back on such situations to better prepare ourselves next time we're face to face with a similar event." Max smiled to Ben then turned back to Gwen.

"Anyway let's not worry about it. We're here to have fun and for you two to enjoy spring break. So who wants to go on Twister Canyon? They added it just this year and looks like great fun."

"Me!" Ben shouted with excitement and oblivious to the recent conversation; Max looked towards Gwen waiting for her choice.

"I'm sorry grandpa but I don't think so, not a fan of roller coasters." Gwen said with slight disappointment on her face.

"Awe come on Gwen you've road on my back as Stinkfly and done other stuff that is much worse then a simple coaster. Or are you just too scared?" Ben told her. Gwen was about to try another spell but decided against it.

"I'm not scared Ben, just don't like coasters. You guys can go if you want and I can wait at the exit, I don't mind."

"If it's okay with you Gwen then I think that's what we're gonna do," Max answered satisfied.

They walked to the entrance; Gwen went and sat down on a nearby bench. Max and Ben walked up the stairs to the platform and got in the car. Gwen stopped watching them, reached into her pocket, and took out her book and turned back to the page.

_It changed again. This is really weird, this has never happened before. Almost like it's not just asking questions but asking questions just to me._

"_Are you the one who speaks?_

_Are you the one who listens?_

_Are you the one who torments?_

_Are you the one that cares?_

_You spread sin_

_You create virtue"_

_"Well do you?"_ Gwen jumped up with a startle and looked around her searching for who was talking to her.

_What's going on? Someone was reading over my shoulder or something but I don't see anyone. _

_"Hehe poor girl, confused?" _The voice spoke again. Gwen, spooked, prepared herself for anything.

_"I could go on like this all day but then it would get boring. And I'm sure that a cute girl like yourself wouldn't want to get bored."_

"What kind of freak are you; stop hiding and come out!" Gwen demanded. Out of the corner of her eye she sees an image rushing around the building corner that's to her left. She mumbles a spell to herself of which allowed her to float a foot above ground and gave her body an electrical, magical presence.

She rushed after the figure and she rounded the corner to a narrow passageway with a dead-end.

"Grandpa," Ben exclaimed pointing towards Gwen, "I think that Gwen's in trouble." Their car was just approaching the peak of the coaster, slowly rising up the hill. Max looked over to where Ben was pointing and saw Gwen at the last second rounding the corner. The ride stopped right before it went over the hill and an attendant came on the loudspeaker.

"We apologize for the inconvenience and assure you that your safety is not at any risk. However at this time there is a malfunction in the ride. We ask that you are patient and cooperative while we apply the solution. Once again we apologize for the inconvenience."

"Grandpa that means we can't get down to help Gwen."

"Yes I know that Ben, of all times this had to happen." Max looked around but realized that there wasn't any way of getting off the ride until they mechanics fixed the problem.

"Ben see if you can go alien," Max said as he didn't have any plumber equipment with him and was the only thing he could think of. He looked over at Ben.

"I've been trying grandpa but the Omnitrix decided to go on the frits again. Unlike most of the other times it isn't even glowing red; it's just faded and not even turning." A worried look over came Max's face.

_This is to coincidental to be random, something is trying to get Gwen away from us. Damn and there is nothing we can except wait. Please be careful Gwen._ Max thought to himself.


	3. You Scared?

Forbidden Lost Memory

Forbidden Lost Memory

Chapter Two: You sacred?

As she realized that it was a dead end she turned around and saw an unfamiliar face, holding an unpleasant smile, confront her. As fast as it processed through her head the face disappeared and everything around her went black.

"Nice to finally meet you Gwen," a voice came from behind her. Gwen turned, ready to fight, and saw a boy. The boy had crystal blue eyes, very hard to look away from, sky blue hair that seemed to be very natural and didn't hold awkwardness that one would think of the usually impossible natural hair color. He wore a black tunic with the hood over his head. It had a red or dull gold shade occasionally though the design. The boy seemed to be slightly older then Gwen.

Gwen looked at him confused. She prepared her right hand to shoot an electric bolt but held back and waited for him to do something staying quite yet continuing to examine the boy with her eyes.

"Where are my manners," the boy spoke reaching out his hand, "My name is Fal and I've been waiting for quite a long time to see you."

"What, what are you talking about?" Gwen demanded while holding her pose.

"Think you would understand?" The boy asked suddenly appearing behind Gwen who quickly turned, startled.

"Stop fooling around! Who are you!?" Gwen demanded again, beginning to become a little scared.

"I'm Ben," the boy spoke with a sarcastic smile.

"Shut up!" Gwen drew back her arm and threw it forward releasing a surge of electric magic towards the boy. The bolt passed right through the boy who disappeared a split second later.

"Well that didn't work now did it?" The boy spoke. Gwen turned herself to the direction of the voice; looking straight up the boy stood horizontal over top of Gwen, smiling again, facing down towards Gwen.

Frustration and confusing grew inside Gwen. She fired another bolt at the boy who just disappeared again.

"It won't work you know, just wasting time and energy. But still cute to watch," the boy said laughingly. He changed positions again overhead of Gwen still holding his smile. Gwen readjusted herself, as her frustration grew, the electric essence surrounding her body mimicked.

"Too much anger and you'll lose control you know," the boy spoke again. "There's no reason to be mad I haven't done anything to offend you cutie have I?" The boy continued to hold his smile.

"Haven't done anything!? You're playing mind games with me and everything went black and I can just see you! On top of that you know a lot about me so it looks like you after me for something. I'm not just going to sit around!" Gwen's magic went out of control now because of her anger and started sparking off every direction in a fury.

"Hmm smart and cute girl yet needs a little help with temper. Mind if I ask you question?" Gwen watched the boy cautiously as he spoke. "Do you even know which direction the ground is?" The boy taunted her. A look of horror filled Gwen face and her anger subsided tremendously.

_He's right. I've been so worked up since he seems to have covered everything in darkness, I completely loss tract of which way is up. He's still playing with me._

_"I wouldn't say that." _Gwen became speechless. Paleness grew over her body and the magical essence surrounding her dissipated. Her mind froze with fear. She just stayed there, motionless unable to act, hardly breathing.

_H…h…he…he's in...inside my he…head…_

"Now now don't go and freak out on me," the boy laughed, "Don't need to worry about it. Just telepathy I can't really make you do anything you wouldn't want if that's what you're worried about." Gwen however just stayed there shocked.

"Anywho let us get back to the reason why I'm talking to you," the boy smiled trying to reassure Gwen, "I don't mean to harm you or your family in anyway. Just wanted to ask a simple question, a request." Gwen stared blankly at the boy.

"Well then guess I'll ask since you don't seem be objecting." The boy held out his hand and smiled again. "I wish to propose a partnership of sorts. You allow me to share your body in spirit and I'll give you enough magical knowledge that you won't ever need to read the spell book or any such book ever again."

"Are you stupid?" Gwen responded, her senses had come back to her, "After everything you just did to me, you expect me to say yes? Even if you didn't do all the stuff before; I still wouldn't want to share my body with you! I have no clue who you are."

"I could also help you out in a possible fight incase things got out of hand," the boy interrupted her.

"I said no!" exclaimed Gwen. "Now if you could be so kind as to let me out and go away!" They boy disappeared and reappeared again causing Gwen to quickly turn around facing the back of the boy who had sighed simultaneously.

"I see, well if that's your choice I can't force you to change it. Yet if you should change your mind just look back to the page in your spell book and recant the text written. The door out is right over there." The boy pointed to a door that Gwen swore wasn't there before.

Gwen watched the boy but he never turned nor spoke another word, he just stood there keeping his back toward Gwen. Doing so brought hint of guilt to Gwen's conscience but she overcame it and approached the door. Taking one last look at the boy, who still didn't change his position. Putting her hand on the door she pushed it open and found herself right on the other side of the walk way from the exit of the coaster Ben and Max went on. She noticed the two running from the exit and she looked back behind her to only see bathroom stalls and sinks.

"Gwen are you all right?" asked Max as he and Ben approached, "we saw you running off and couldn't get to you."

"Oh it was nothing grandpa just an emergency bathroom trip," Gwen smiled and then looked over at Ben, who was playing with the omnitrix.

"Hey Grandpa it's working now," Ben said as he was turning the dial.

"What did you drool on it or something dufus?" Gwen asked mockingly.

"Shut it Gwen!" Ben yelled; he reached in his pocket, pulled out a rubber band, and pointed it at Gwen.

"Ohhh scarey," Gwen said with a smirk.

"Enough you two!" Max said, enforcing the fact that he was standing there. "Let us just go and have something to eat eh? With Gwen making us worry I built up and appetite.

"Hamburgers!" shouted Ben. "With fries, and ketchup, and…"

"Ugh," Gwen sighed, "as long if they have salads I guess it'll be okay." Max smiled and put his arms around the two.

"I know just the place, it's on the other side of the park but it's very good."

"There they go," said a grey-haired girl, watching them from behind a pole, to a black cat standing next to her.

"About time for revenge," came a voice from the cat.


	4. Awakened

Chapter 3

**I apologize for the late update but a little busy in life so it'll probably continue with late updates for a few months. However the just to say the story still has a ways to go so I'll try and continue to update as often as I can. As a compromise for taking a long time to post up this chapter I made the chapter quite long. Also I apologize for any grammatical mistakes, I try my best to correct everything but I never was good at grammar and spelling. Please enjoy .**

Chapter 3: Awakened

"Awe what a cute kitty," Gwen said as a black cat walked up to her and brushed in and out of her legs. She bent down to pet it of which it pushed its head against her hand and purred.

"Common Gwen I'm hungry let's go let's go let's go!" Ben cried, "Forget about that stupid cat." Gwen stopped petting the cat, stood up, and looked at Ben with anger in her eyes.

"You jerk, why don't you try and be nice for once." Gwen yelled back.

"Gwendolyn," Gwen squinted to the sound of Max's voice, "apologize to you cousin and Ben apologize to your cousin also. Let's just go and eat okay?" Gwen got a look of sadness on her face and went to pet the cat one last time.

A pink light came out of no where and took Max into the sky. Both Ben and Gwen, shocked, looked where it came from and saw Charmcaster.

"Why you, going hero!" Ben shouted reaching for his omnitrix. Another black-purple light came out from the unknown and took Ben into the sky. Both Ben and Max were pinned against separate brick walls and the magic energy held the both of them to the walls. The one holding Ben also surrounded his left wrist preventing the omnitrix from activating. Gwen looked over and saw the cat transforming into Hex.

Gwen, now with the situation sinking in, turned and began to chant a spell raising her hand towards Charmcaster.

"How cute, but you're too slow," Charmcaster said. Charmcaster had already cast another spell before Gwen was done. Pink light came out of the ground and engulfed Gwen, stopping her own spell, and drug her down until just her head remained above ground; she was stuck.

"Now time for the omnitrix," Hex turned and looked at Ben. "When the Charms of Bezel were destroyed I thought all was lost. However after further investigation I discovered that I could use the energy inside your watch to create new ones." Hex began chanting a spell while holding onto Ben's immobile hand.

"Ben!" Both Gwen and Max yelled simultaneously struggling to get free.

"It's no use princess. Not only are you unable to move I made sure you can't use your little tricks and blocked you aura." Charmcaster said with an amused look watching Gwen who had closed her eyes.

_What can I do? I can barely breathe like this and like she said I can't feel any bit of magic right now_

_Do I need help?..._

_Oh yea it's you… _

_But I don't know…_

_I'm in bind yet don't think that means I've changed my mind…_

_I know Ben's in trouble…_

_No I don't want anything to happen to him or grandpa…_

_But how can I trust you…_

_No time argh…_

_Ben, grandpa, mom, dad, everyone please don't let me regret this…_

_I can't think of anything else to do…_

"Hey princess, you just go brain dead?" Charmcaster nudged Gwen with her foot. Gwen opened her eyes and began chanting.

"I told you it won't wor… what!?" Charmcaster stepped back a little. Transparent blue energy came out of the ground and in front of Gwen's face. It formed into her spell book..

"What are you doing?" Charmcaster knelt towards Gwen, who was now chanting out of the book, she slapped Gwen across the face. Gwen turned her head and looked up at Charmcaster with an odd smile, her eyes changed from green to a crystal blue color. The book now closed and just spun in circles in front of Gwen.

"Wanna play?" Gwen said to Charmcaster who step back surprised.

"What are you talking about?" Charmcaster asked.

"I'm bored…" Gwen said. The spell book dissipated back into transparent blue energy, now circling around Gwen's head. The energy entered back into the ground and outlined Gwen who was still smiling like a kid who had just gotten a brand new toy that they would play with for a long time. The energy pulled Gwen out of the ground and let her hover a few feet above ground.

"That's not nice you know; she could have broken a nail." Gwen said while examining her right hand.

"How did you… what are you babbling about." Charmcaster responded, putting a hand behind her back and mumbling.

"Oh thought you might be more sympathetic, I don't understand why people are bothered by such things; guess we're in common a little." Gwen looked away from her hand and at Charmcaster. A pink energy beam came from Charmcaster directed at Gwen. Gwen just stayed there and smiled.

The beam split into multiple beams and veered off at different angles about a foot away in front of Gwen; none hitting her.

"That was it," Gwen sighed, "With how much time you took preparing it I thought I'd have to put a little conscience effort to deflect it." Charmcaster lost her breathe for a second.

"You're not that girl, what are you!" Charmcaster demanded.

"There you go not being nice again. Guess I'll have to make you learn." Gwen dashed forward at Charmcaster with unprecedented speed. Out of pure reaction Charmcaster fired another beam at Gwen. By the time it went off Gwen and Charmcaster were pretty much face to face. It missed and went right by Gwen hitting the building behind her. Gwen stayed in front of Charmcaster and put her hand on Charmcaster's shoulder.

"Need some work with your aim also?" Gwen said mockingly. Without anything else Charmcaster felt herself fly backwards with an immense force until she crashed into a store.

"Opps been quite sometime, didn't expect her to go that far." Gwen said chuckling a little.

"Stop making so much noise child! How loud do you have to be to just keep a little girl under control? This ritual requires much concentration and precision." Hex scolded Charmcaster without looking over. Both Max and Ben had been watching Hex in despair and hadn't noticed Gwen and Charmcaster. However upon hearing Hex they both looked over to see Gwen walking over.

"Gwen?" Ben said with surprise in his face. Frustration grew on Hex's face.

"I said stay quite and stop making it difficult!" Hex sent a slight shocked through Ben's body, of which he winced at the pain.

"For someone that's supposedly a master magician you're not very smart are you." Gwen said standing behind Hex. He turned his head out of confusion and saw Gwen standing there.

"What? My nephew can't even keep a stupid little brat under control for a few minutes!" Hex's patience had exploded and he stopped trying to remove the omnitrix. He raised his staff and fired multiple blasts at Gwen equal with his anger; it met the same result as when Charmcaster tried.

"What? Impossible!" Hex attempted to fire again and raised his staff. Gwen grabbed the staff head with her hand as it fired and was engulfed in the blast. Hex was thrown back out of recoil.

"Gwen!" Max cried while Ben watched speechless. Hex regained his balance and stood up staring at the rising smoke. Gwen walked out of the smoke protected by the same blue energy.

"Enough with playing around child! Good bye and good riddance!" Hex raised his staff and chanted while light began to gather around the head of the staff.

"Oh I haven't seen that spell in quite some time. Rarely used yet I have something even better. Tell me if you recognize it." Gwen said, smiling with delight. Hex kept his serious expression.

Gwen raised her right hand and let the blue energy leave and cover Hex. The very moment it touched Hex his spell was stopped and the energy disintegrated his staff. He was held in the air at the mercy of the energy and therefore Gwen.

"You're not human, able to do so much yet not speak a single word of magic" Hex spoke with fear unable to move. Gwen kept her hand held out with palm open. She'd squeezed her hand just a little but the little bit caused immense pain to Hex.

"See how much fun this is," exclaimed Gwen with delight. She held her left hand behind her off to the side a little with the palm having a shape as if it was holding an invisible ball. Wind, air, and very small objects with almost no weight around Gwen's hand began to be pulled into her palm. An orb of white energy about the size of a dime grew in her hand white lighting-like streams began to shoot out of the orb wildly. Hex watched and everything he had been thinking before had left and was replaced by fear that can't be describe.

"Impossible… no… no human no; no creature is able to do that. It takes hundreds of master magicians just to start the spell. What you're doing is impossible!" exclaimed Hex.

"Wanna bet?" Gwen said with a smile. The orb was growing now and was about the size of a half dollar coin. The pulling force of it grew tremendously and the wind being pulled made it feel like it was a windy day. Also larger objects now we being pulled in and combining with the orb; a wave like design began to show with white and grey waving back and forth like water on the surface of the orb. The lighting shocks were also longer and more violent.

"It is not possible, that spell is not even recorded in any texts other than its effects. Last recorded thousands of years ago, how do you know of it; it's impossible!" Hex was in complete denial and his sanity was already lost from just watching Gwen, as if he already deemed his loss; unwilling to realize yet his eyes arguing with him.

"You'll destroy us all, damned demon! Hell you'll do more than that" Hex said hysterically.

"Possibly but you never know until you try." Gwen responded, uncaring and childish, testing what Hex just said.

The orb was now the size of a baseball and the waves were clearly defined, the shocks were now shooting off out of control damaging nearby structures, and the wind force was pulling in benches breaking them apart into millions of pieces and combing with the orb. Even the ground beneath Gwen started to give way to the force and break off.

A ways behind Gwen stood Charmcaster, as hysteric as her uncle, she used her magic to strap her to the ground as the force pulled many objects that could be heavier then her to the orb. Ben and Max were secured to the building walls but only for as long as the walls held against the force.

Even though the orbed stopped growing in size, the force it used to pull objects and the shocks grew in power. The area of the park they were in began to cave and pull towards Gwen. Surprised that Ben and Max were fine Charmcaster was struggling with everything she had to hold herself down.

"I see, this isn't real, this can't be real. It's a dream or an illusion, hell someone is real good to trap me in such an illusion." Hex spoke out loud to himself, willing to make himself inferior so to rationalize to himself on what was happening.

"Gwen stop, you'll destroy the whole park and hurt lots of people." Max yelled trying to put his voice over the howling vacuum force and the sound of foundations shredding to the force.

**(Author's note: The next bit seem a little confusing; just so you know the following is a conversation in Gwen's mind.**

"He's right you have to stop, I don't even know how much damage you've done already." Gwen spoke in a dark space similar to the one she was in earlier however this one had a blue floor on which she stood.

"Don't worry I can fix everything that has happened and that's going to happen." Came a voice; a boy stood in front of Gwen.

"You can't 'fix' people, plus you said you wouldn't force me to do anything and I don't want to hurt anyone Fal!" Gwen spoke to the boy.

"Just so you know the moment I borrowed control I already transported everyone out of the park. The only ones in the park are just us, so can you please reconsider?" Fal asked pleadingly, "You're right in that I can't force you yet it's been so long I just wanna have a little fun so please?" Fal asked as if he were a kid that wanted just a few more minutes to stay up before he was sent to bed.

"Promise no one will get hurt?" Gwen asked?

"I promise." Fal smiled. Gwen gave in, gave a very slight smile and nodded to the delight of Fal.

**(Okay out of Gwen's head)**

Gwen stood in front of Hex, who was now off in his own fantasy world unwilling to believe what was happening. He was horrified of the smile that has been on Gwen's face.

"Your body shouldn't even stay together right now. With the amount of energy you've conjured you should be ripping to shreds." Hex spoke with his state of mind flashing wildly. Gwen's left hand was hard to see, the orb was there but the amount of force it held was distorting itself and Gwen's left arm. She stood up holding out the orb right in front of Hex.

"You ready, still believe it's not possible? Am I now a living legend?" Gwen asked with excitement in her voice.

"You're a demon; no you're a fantasy, just a trick to keep me off guard ha-ha hard to believe I've fallen under such a spell. They must be a great magician." Hex spoke.

"Well tell me how it is, take care." Gwen said and thrust her arm with the orb in to Hex's chest. She jumped back a few yards and watched as the orb grew until it engulfed Hex leaving a silhouette of him inside the orb. It continued to vacuum in and spark for many more minutes. Then it shrunk back to the size of a baseball showing no sign of Hex. It then rose up into the sky, which had looked like it ripped open and there was a slice in the sky. Lighting sparked constantly all down the slice and the orb went past the horizon. Charmcaster watched in disarray.

As it passed the horizon the slice close and the sky began to swell. As if it was a balloon and the swell approached the ground. Cracks began to show and grow along the swelled area.

"It's not gonna hold…" Charmcaster said with loss of hope in her voice.

"Come on come on don't make me regret this." Gwen said. The cracks continued to grow and it looked like the sky was going to burst.

"Hold, hold come on hold." Gwen said again as Charmcaster, Ben and Max watched.

Right as if it looked like it was going to burst the cracks stopped and the swelling began to reduce while the cracks disappeared. It returned to its original state.

"There's no way you're that princess, I'll find out what you are don't worry." Charmcaster threatened as she teleported her self away.

Gwen looked over to Max and Ben and dispelled the binds that held them to the buildings.

"Gwen what have you done." Max asked her in shock and some anger out of fear. Gwen didn't answer but hovered up to be above the park. She spread out her arms and her blue energy cover the park restoring all the damage and buildings to the way they were, as if nothing has happened.

Gwen landed on the ground and looked at Max and Ben.

"So much raw magical energy, I knew she had a lot but not this much. So exciting don't you think?" Gwen asked them as she closed her eyes.

"Gwen I need to be honest with me, what is going on?" Max asked with a frightened look on his face. Ben stood there staring with a confused look on his face. Gwen opened her eyes, which were now their old green color, and looked over at them; she didn't answer Max

"Gwendolyn!" Max spoke with a heightened voice.

"Can we just go back to the Rustbucket grandpa, I'm really tired." Gwen asked.

"Not until you tell me what happened, do you realize how many people you could have hurt even killed? Or how about how many you did hurt Gwen?" Max asked with an unforgiving tone.

"He… No on was hurt grandpa." Gwen told Max

"How do you know that?" Max was not giving in.

"I just do! Now can we please just go, please?" Tears started coming to Gwen's eyes from the interrogation. Max stared at Gwen thinking on what to do.

"Tomorrow once you wake up I want an explanation, can you do that?" Max asked keeping his harsh tone. Gwen nodded and they walked out of the park to the RV. Ben stayed quite as he followed.


	5. Sweet Dreams

Chapter 4: Sweet Dreams

Gwen sat on the beach watching the ocean waves go back and forth. It was relaxing to her and the sun felt just right with the wind blowing across the sand. She looked over to a boy to the right of her, watching her and smiling.

"So what are we doing here Fal?" Gwen asked, "Can't imagine this being the 'knowledge' you told me about."

"The best place to practice and learn is in a dream," Fal replied, "You can control the atmosphere and difficulty levels as much as you want. You're unable to receive fatal or serious injuries yet still feel pain and further your development as the best way to learn something is to do it yourself through trial and error, not given to you. On top of that you can make a dream last as long or short as you want and still wake up rejuvenated."

"I see, makes sense I guess. But how is it going to help me? I mean with you around I don't really need to know much I think." Gwen said to Fal who got a sour face now.

"I'm only going to fight for you if your life or anyone's life that's close to you is in danger and you are to unable to defend them yourself. I don't plan on being the ace, just the joker, incase of danger. My mission is not to fight but to teach you to protect yourself and only jump in if absolutely needed." Fal grabbed a handful of sand and let it flow though his fingers.

"Didn't seem that way with Hex and Charmcaster," Gwen replied.

"That was an exception; I've been cooped up for so long I just wanted a little excitement. However I plan on being the observer for the most part telling you hints if needed." Fal laughed regaining his smile.

"How long have you been in the book?" Gwen asked looking back at the waves.

"I'm not here to tell you my history but to teach how to make your own. You ready to start?" Fal asked. Gwen stood up and turned to face Fal. Fal reached out his hand towards the water and pulled it through and unknown force towards him. The water circled around his body like a tube about a foot thick.

"First off let's see what you analyzing and strategizing skills are like," Fal put his hand down to his side and watched Gwen. "You're job is to do what ever it takes to just touch my torso at any point. My arms and legs don't count as I may be using them to block. Use what ever magic, forms of martial arts, environment factors or tricks that you may think of that could help you."

"Anything?" Gwen asked.

"Anything even ripping my arms off it you must. I won't be doing anything offensive just defense." Fal replied with a smile.

Gwen stood there in thought for a few minutes while Fal watched. She walked over to Fal and put her arm out to try and touch him in a calm slow matter like someone normally would. Part of the water came out of it's circle and stopped her hand. She pulled it back and stepped back a bit.

"I see," Gwen said to herself, "So the water will try and block me as well." She casted a spell on herself much like the one she used when she first encounter Fal in the dark space. She directed her hand towards Fal and fired a bolt at him; the water pulled itself in front of Fal and made a shield like design. The water absorbed the attack and returned to it's normal form circling around Fal.

"Hmm," Gwen spoke again. A smile came with an idea she thought up. She put her hands over her eyes and formed a magical shield over her eyes. She then put her hands on the surface of the sand and chanted a slightly lengthy phrase. All the sand around them erupted into a violent storm taking away all visibility.

"Pretty smart however even if you are shielding your own eyes you still can't see me." Fal spoke over the sound of the storm. Another bolt came from the front but was stopped by the water shield again yet the stream of lightning didn't cease and continued to try and break through the shield. After a few minutes another bolt came from behind Fal but the part of the water shield came around and blocked it while still holding off the first bolt.

"Good judgment too," commented Fal. The sandstorm subsided and Gwen stood behind Fal satisfied until she saw that her plan didn't work.

"Okay no more shield let's just see how well you can fight without magic." Fal turned to face Gwen.

"Wait that was it?" Gwen asked.

"I see that you make decent decisions on the battlefield now show me how well you can plan while attacking an opponent of which you can't get by their guard." Fal motioned for her to start. For a while Gwen tried relentlessly until she gave up.

"For the most part you were okay, you just lack the physical ability at the moment to see yourself through. Guess that's what we'll train on next," the water that Fal had used for a shield began to take a humanoid shape, "This exercise is rather simple really. You just need to knock him onto the ground by any means." He pointed to the being that was created from the water.

"Vilgax!?" Gwen asked shockingly as the alien stood in front of her.

"Can't think of anyone else, you've dealt with him before so you know how he fights and he seems rather hard to get off his feet don't you think?" Fal said as he stepped back so he wouldn't interfere, "Ready?" Vilgax began to walk towards Gwen.

"Wait a minute you're nuts if you think I can take him on by myself." Gwen said as she backed away keep her distance from Vilgax.

"That's what we're gonna find out." The boy smiled and Vilgax rushed Gwen. Vilgax was already above Gwen when she started to create a magic shield. Vilgax swung and destroyed the shield while sending Gwen flying backwards rolling in the sand. When Gwen stood back up Vilgax was already above her again and took another swing. This time Gwen rolled out of the way to dodge it but as she turned to counter Vilgax her attacker had already taken another swing. Gwen put up another shield but Vilgax was able to break it again and send her flying back again. This time as she stood up Vilgax attempted to use both hands together to smash Gwen. When she jumped out of the way the force from hitting the sand sent her flying back onto the ground once again. As Vilgax ran to her she put her hands on the sand and created another sandstorm to blind the attacker. She moved out of the way and tried to stay silent as she caught her breath.

"Hmm think you'll be fighting on a nice pleasant beach every time?" asked Fal from outside the sandstorm. The storm disappeared and Gwen found herself in a city on a sidewalk bridge with Vilgax to her left halfway down the bridge.

"So not fair." Gwen accused Fal. Before she realize Vilgax was already taking another swing at her. She put up another shield and this one held off the blow although was cracked heavily. Vilgax swung again, breaking the shield, sending her high into a building above. Gwen used magic to cushion the impact but felt an intense pain in her right leg and realized she couldn't stand up. Vilgax jumped above the building Gwen was in and angled him self to slam down onto her with both hands again. Gwen used all her energy to create a shield on top of her but Vilgax was able to push the shield and her through the building crashing in to the ground floor, destroying the building in the process.

"I see maybe that was too tough for you." Fal said as he stood at the bridge watching.

"Gah," Gwen winced as she moved trying to sit up on the beach. Fal was kneeling beside her holding out an apple. She took it from him and took a bite out of it.

"Wow never had anything taste this good." She said as she sat there enjoying the apple.

"Was that the first time you've had your leg broken?" Fal asked as he sat down beside her. She nodded as her mouth was full.

"Still hurts really bad but I can move it at least," she said as she swallowed, "Why did you make it so harsh?"

"Real life isn't as forgiving as this dream," Fal answered, "Here you can evaluate yourself after. If you really fought Vilgax like you did I doubt that there will be much 'after' time."

"Without the sand I couldn't really regain myself," Gwen said.

"The reaper doesn't accept excuses," Fal replied, "You lost your train of thought and good judgment. Just because you're not on the beach doesn't mean you can't use magic to create your own sand. I purposely took the sand away to see how you would react. That's a lesson you can learn; if you don't like the environment around you, make your own." Gwen stopped eating and looked at Fal.

"Hey, what was that spell you used on Hex? The one with the white orb." Gwen asked. She turned back to her apple and took another bite.

"Heh, that spell doesn't even have a name. It's only been used successfully two times, well three if you include the one I just did. Ever here about the lost city of Atlantis?" Fal asked. Gwen nodded.

"Other than being highly unstable without absolute focus and control, it is the most efficient spell of getting rid of anything desired. Nothing can survive the spell no matter what defenses are made. It can target anything from a small pigeon to a whole galaxy or greater." Fal continued.

"What about Hex saying that one hundred magicians are needed to perform it?" Gwen asked.

"The spell requires tremendous magical reserve. It should've have been impossible without a doubt for just one person. However you're a once in a millennia kind of person, you hold so much unrealized potential that with proper training you could over come anything easily. Still not enough by yourself but combined with my own we had enough to complete the spell.

Anything that is caught in the spell's orb is broken down and transported to a completely recreated alternate universe. This universe is what causes the great demand of magical energy; it is an absolute copy of our universe. After the orb passes and the passage way closes it explodes covering the whole copied in an instant, effectively destroying the whole universe. There's even chance of excess energy then what the alternate can hold. That's what the swelling in the sky was for; if the cracks broke our current universe would be destroyed also."

"Wait so you put us all at risk just for one person!?" Gwen asked angerly.

"In a way, I guess it was careless of me." Fal said apologetically.

"Careless!? Grandpa was right you could've… I could have done something really bad." Gwen finished her apple and tilted her head down.

"But that didn't happen which we should be thankful for and learn for the future. I'm just as perfect as any other living person," Fal put his hand on her shoulder, "What have you done in the past that you have learned from Gwen?"

"Gwen…

Gwen…

Hey Gwen wake up." Gwen sat up in a startle sitting on her bed. Ben was at the edge of it.

"What do you want?" Gwen asked yawning.


	6. Why?

**_Just to say at this point if the story is written in italicised words it's a conversation between Gwen and Fal. Fal is represented by the use of quotations._**

Chapter 5: Why?

"I have a chill about today Gwen and can't sleep. What did you do?" Ben asked. Gwen took a closer look at Ben's face and saw a look of concern.

"I mean it was cool and all but your smile; the smile on your face had a weird look about it. Can't think of the words to describe but it was real freaky Gwen." Ben kept his distance. Gwen looked away from him and up at the ceiling.

"Don't worry about it. You wouldn't understand it really."

"But Gwen, the look on your face wasn't right."

_"Go ahead and tell him if you want, I don't mind."_

_You sure? _

_"Yea I feel that he can be trusted."_

"Promise not to tell grandpa?" Gwen asked and sat up bending her back so her head wouldn't hit the ceiling.

"What about what we said with secrets?" Ben replied.

"Just promise not to tell him okay? No matter what. When the time comes I want to be the one to let him know but I don't think he'd like it very much if I told him now."

Ben stayed there for a minute thinking to himself.

"I promise." Ben said with slight hesitation. Gwen proceeded to tell him about what happened with the spell book. About how there was the weird voices, the dark room, the walking out of the bathroom, when they were attacked by Charmcaster and Hex, and about Fal.

"It feels sort of like the time when Ghostfreak possessed me for a few minutes a little ways back, except Fal is quite nice." Gwen said with a slight blush, "I'd think you'd like him Ben, he's a fun person."

"The smile still freaks me out Gwen; are you sure it's safe to have him inside you? You barely know him." Ben said protectively.

"It's think there's nothing to worry about, wanna talk to him?" Gwen asked and began to close her eyes.

"Wait a minute Gwen." Ben replied with a little fear in his voice.

_"Oh so now you want me to talk for you?"_

_Awe don't be a baby and talk to him, I think you'd like each other._

_"Think I may have to pass."_

_Come on it's not that bad._

_"I know of him from your memories, think I'm gonna stick with passing."_

_Hey! You're looking into my memories. What if those are private?_

_"Heh don't get all sour. Not like I'm going to go and blab them out to the whole world."_

_But still._

"Umm Gwen? You okay?" Gwen opened her eyes and saw Ben looking at her; she could see some goosebumbs aligning his arms.

"Yeah I'm fine. Sorry but he's being a jerk and doesn't want to come out." Gwen said with a laughing smile.

_"Hey!"_

_Oh hush_

Gwen began to giggle a little bit which drew back Ben.

"Don't need to be scared of me Ben it's still me, in fact I'm a even better cousin now." Gwen said with a dominating voice, enjoying herself and forgetting about the drama issues going on.

"Nah you're still a book kissing dweeb," Ben said with his previous self coming back, "Haven't improved one bit."

"Shut it!" Gwen mumbled a spell of which lifted Ben off her bed and tossed him slightly backwards landing on his head a few feet away.

"Oww." Ben complained as he stood up. Max came rushing into the room.

"What's happening?" Max asked looking at Ben to Gwen. Gwen looked away.

"Nothing grandpa just fooling with Ben." Gwen continued to escape eye contact as she spoke.

"I see, ready to tell me what happened earlier today?" Max asked scolding. Gwen didn't answer him.

"Based on what happened you're 'fooling' could end up hurting Ben it seems!" Max's voice grew in density.

"I'm fine grandpa." Ben said as he stood up. Max looked over at him and walked back to the front of the RV with a grunt.

_Why does he have to be like that?_

_"Because he doesn't understand yet but he'll come around don't worry"_

Ben walked over to his bed and laid down. Gwen watched and laid back down herself after Ben had gotten in bed.

A bright light suddenly shined through the windows of the RV causing both Gwen and Ben to get up and look out the windows. Because of the intense light they were unable to see the source. Max came rushing in again looking at Gwen with a slight angered look on his face.

"It's not me I swear."

_Did you do anything?_

_"Nadda"_

After a short time the light subsided and the three could see Tetrax's ship outside the RV. Tetrax was walking down the ramp as the three came out of the RV. Ben was looking down at the omnitrix.

"What did I do now?" Ben asked when they met up with Tetrax.

"Nothing with you this time Ben, I'm here actually to ask you all a few questions. A short time ago a very abnormal reading originating at this planet had occurred. According to historic records this reading has only been shown two other times, all of which had been centered at Earth. Have any of you seen anything strange today?" Tetrax realized that Ben looked down at the omnitrix, "Other then the normal strange." Tetrax added. Max looked down at Gwen; she noticed him but didn't look back.

"Nothing that I know of." Max replied. Tetrax took out a handheld scanner from his suit.

"This can be used to detect the closest point of where the reading came from," Tetrax looked down at the scanner, "Currently it's displaying that the abnormally occurred at this point where you three are; mainly Gwen it seems. You sure not anything happened that you know of?" Tetrax asked the three again. A worried look came over Gwen's face.

"If anything did happen it could have affected us all. You should probably scan the whole planet first." Gwen spoke while a sense of security returned to her.

"That is true, my ship can scan the whole planet in roughly a few of your Earth hours, and I'll get back to you after the scan. I hope that we can work together to uncover this mystery." Tetrax walked back into his ship, a probe slowly dropped down from the ship and entered the ground below. A slight vibration could be felt coming from the probe.

Gwen, Max, and Ben walked back into the RV. Gwen opened up her laptop and started looking up her common websites.

_"Good excuse to get out of it but you know in a few hours Tetrax will just come back and confront you"_

_I know but it's your fault, I never did anything._

_"Ah but you let me in with you, do you regret that?"_

_Not really I don't mind that you're here but that doesn't take anymore stress off of me you know. What am I supposed to do?_

"Hey Gwen now do you care to tell us what is going on with you?" Max asked sitting down on the other side of the table from her. Gwen didn't respond to him so Max closed her laptop and looked her in the eye.

"I'm done asking Gwen; I want you to tell me what happened today."

"Why can't you mind yourself?" Gwen asked feeling guilt for speaking back to Max.

"Enough! You're not doing anything else till you tell me what's going on." Max stayed in his seat glaring at Gwen. Ben watched not saying a word.

Gwen continued to look away from Max and not answer. After a few minutes Max grabbed Gwen's right arm and asked her again. Gwen looked at Max and used a spell causing him to blow backwards slightly into the passenger seat of the RV. When Max recovered and stood up Gwen had run out the door, he followed her out and Ben followed him; when they got outside Gwen had already cast a spell on herself and flew away into the woods.

After some time flying through the woods non-stop Gwen came to an opening and sat down on a rock, she stared at the night sky and watched the stars. She laid on the rock for a while dosing on and off thinking to herself. She heard a sharp sound behind her and she jumped up and turned around peering into the tree line to find the source. Tetrax came walking out and approached Gwen.

"The scanner's show that you were the source. May I ask what it was you did?" Tetrax asked.

"Have you talked to grandpa yet?" Gwen asked in turn. Tetrax didn't answer her question.

"I see." Gwen sat back down on the rock and kept her eyes on Tetrax.

_"You may be taking this a little too far you know?"_

_I don't care right now I just wanna sit here and be to myself._

_"Why do you want to hide me so much from your grandfather?"_

_I don't know, I just have a feeling he won't like it at all and wouldn't trust me anymore._

_"Well after what you just did he won't"_

_Can you please stop talking about it…_

_I just want it to be quiet for a bit._

_"It isn't going to go away. Just go with Tetrax back and you can tell them all about it, I don't mind._

_But…_

_"Don't worry about it everything will work out fine. I promise." _Gwen could almost feel a hand being placed on her shoulder trying to confort.

"Hey Tetrax, could… could you take me back over to the RV?" Tetrax looked at Gwen and nodded. He took out his hoverboard and helped Gwen on. They flew back to the RV where Max was waiting outside for them.


	7. The 175th

**I have to apologize to everyone. I'm sorry that I haven't been updating the story as I should but I'm sure you'll all find this chapter a very exciting one. I made it darker to show the seriousness of what's happening. I wasn't sure if I wanted to make this two chapters or not, it seems a little to much detail for one chapter but also doesn't seem to 'fit' right with two chapters. This is my favorite chapter I've written thus far and has a very crucial turning point and I hope you all enjoy it. Part of the reason why it took so long to update is because I really didn't want to take the time to write this whole chapter. But I wasn't able to do anything else for three weeks so I finally took the time to write it. **

Chapter 6: The 175th

Gwen sat on her school bus and stared out the window thinking to herself. Ben sat in the seat in front of her and numerous others sat around them. A small insect, appearing to be a fly, landed on the top of Ben's seat facing Gwen. She looked up at it, frowned, and turned back towards the window.

_These last few days of school wouldn't be so bad if grandpa didn't have those things watching me twenty-four seven._

_"I'm sure it'll get easier, why worry about it?"_

_I don't like how much he doesn't trust me._

_"I told you that after what you did with running away before." _

_But that was over a month ago_

_"None the less it takes time to rebuild trust. And with me being here it doesn't necessarily make it easier on you."_

"Hey Gwen can I burrow the math homework. I, uh, forgot to do mine." Ben had stuck his head around his seat to Gwen.

"Heh dufus, we have just one week left of school and you can't 'remember' to do the last ten easy questions." Gwen was relieved when she spoke because it took her mind off the idea of being watched.

"Hey help a poor cousin out will ya?" Ben said.

"Nah, we're too close to the school now and you wouldn't have enough time to finish copying it anyway," Gwen responded.

"You can copy mine if you want Ben." A boy spoke from the seat across from Gwen. He had his legs out in the isle facing the both of them and had been listening to their conversation. He had dirty-blondie hair and hazel eyes, a rather small face for his age which was accompanied by his short height. Even though he was a few weeks older then Ben he seemed to be much shorter.

"Oh really? Thanks," Ben smiled graciously.

"Trey! There's no need to help him out; he'll probably fail anyway," Gwen said semi-jokingly.

"Gwen!" Ben nudge Gwen's leg with a playful punch. Gwen's face showed that she started to enjoy herself quite well.

"You twit you want to play that way?" Gwen was about to retaliate but then she realized Max's fly monitor was still there so she backed down. "I'll get you back some other time," Gwen stuck her tong out at Ben. Trey chuckled a little and handed his notebook to Ben.

"Hey, guess what my brother got me while he was in Moscow?" Trey asked them. Ben made a polite "Huh?" while copying the problems, not looking up. Gwen also looked over in interest. Trey took a rather small leather case out of his backpack.

"He told me I shouldn't carry it around so carelessly but I like it to much to just have it sit in my room." Trey explained as he opened the case, he took out a pen of average length but a bit thick cylinderwith an extrinsic eye-catching design throughout the instrument and a ruby-like gem on top.

"Wow I've never seen anything like it." Gwen exclaimed as she saw it.

_"That's... haha I can't believe one still exists."_

_What is it?_

_"Oh nothing don't worry about it."_

_You can't just say something like that and stop midway, spill it!_

_"I'd rather not, maybe later"_

_Ohh that's so not fair you better tell me._

_"And how are you going to get me to?"_

"Eh looks fancy, what's it for?" Ben asked bringing Gwen's focus back outside.

"I dunno but I love how it looks, kinda funny though because it doesn't work and won't write." Trey answered

_"That's cause it isn't ment for writing."_

_You know... if you're not going to tell me anything then stop teasing me!_

_"Hehe but it's so much fun"_

The bus pulled into the school; Ben, Trey, and Gwen got off and went inside as a group followed by the fly.

"As you know in 5 days you will all become apart of the seventh grade, I'm very proud of everyone in this class, congratulations to you, and hope you continue to succeed in the future." The teacher of the class stood in the front of the room next to the chalkboard facing the class. "However tomorrow, as many of you know, are required exams for you to take. Seeing as this is the last day of prep time I hope you all use the time wisely. Now let us begin."

The school day carried on like any other day. Each class did their last day of preparation, there was lunch, recess, and afterwards the last official period of gym (the last day of actual physical activity). Ben, Gwen, and Trey had the same gym class so they often stuck around together.

_"I really don't see how this helps you, been going to school with you for some time now and it still looks stupid."_

_It's some federal thing._

_"Too many rules about it all, no wonder this world is getting worse overall."_

_What does that mean?_

_"All your people talk about is nonviolent discipline, nonviolent solutions, etc. You're actually making it worse that way. Sometimes actual physical force is needed, and not just by those 'granted' the privilege to do so, to solve issues. It's how a kid learns to act politely when needed. How a burglar learns to not steal anymore. But to do that people would lose control over the masses. Complete order and freedom are not able to coexist, so it appears this world is run by the few. They continually add more and more regulations to keep up order thereby reducing your freedom greater and greater."_

_You think way to much about stuff._

_"Hehe someday you'll see."_

_If you say. Opps I'm up to kick, stop distracting me!_

_"Eh quit complaining, not like this 'Kickball' is much fun anyway."_

"You dose out Gwen?" The teacher asked Gwen as she went out onto the field.

"Eh, oh, sorry Mr. Rivend just excited with school almost ending" Gwen said as she passed.

_"On second thought, could I kick it?"_

_You just said it didn't look like fun._

_"Yea the game doesn't seem like fun. But think of all those in the outfield skirmishing to get a ball that 'just' seems to slip though their hands."_

_You can't cheat!_

_"I don't want to win so it's not cheating."_

_Wow you have serious problems_

_"Just shut up and say yes."_

Gwen started to laugh out loud a bit.

"You sure you're okay Gwen?" Rivend asked.

"Yea I'm fine, just remembered something funny someone said to me." Gwen readied herself to kick but her eyes changed to blue and she stood back up normal. Ben was on the opposite team and noticed the change standing in the field next to Trey.

"Uh Trey, I think we might as well not try." Ben told Trey.

"Why, you scared of your cousin?" Trey responded.

"Ha of her? no. Go ahead if you want I bet even if he kicks it right to you that you won't be able to get her out."

"Wimp, you'll owe me a soda after this." Trey appeared to be getting serious; Ben just stepped back and put his hands on his head to watch.

Gwen continued to stand there as the pitch came to her. Right before it went past her she swung her left leg, kicked, and just started walking to first base.

"Why is she kicking lefty? She's always kicked with her right foot. Doesn't matter it's comming right to me, sorry Gwen but you're out." Trey talked to himself as he reached up to catch the ball. The ball entered the space between both his hands and he began to close the gap. The ball then spun around his right arm moving to the outside and continuedto circle his body counterclockwise.

"What the!?" Trey was stunned and without realising it the ball cut it's spiral short by his left arm and wailed him in the face, bouncing off and knocking him to the ground. Ben watched and couldn't help himself from laughing.

_That wasn't nice at all._

_"Opps guess I put too much spin on it"_

_'Too much 'spin'? I know better then that you purposely did that._

_"Hehe didn't hurt anything, plus this gives you something to talk about later."_

_That's not the point._

_"He's fine stop winning, see he's already chasing after us."_

Trey had gotten up and picked up the ball and started running to tag Gwen who was making her way to second base now. A few feet before he got to her the ball slipped out of his hands and bounced away behind him. He turned around to go pick it up but another kid got to it first and threw a pass to third base where Gwen was headed. The kid at third reached out to catch it but it swerved last second and went to the right of the base, off the field, and stopped short of the parking lot. Gwen finished at home plate and walked back to the bench.

"Too easy." Gwen said to herself as she sat down.

_You said you didn't want to win._

_"I didn't want to but I did anyway so might as well enjoy it."_

_You twist words way too much._

_"Opps my bad hehe"_

_Oh shut up, you're not sorry at all._

_"You're so right, makes me feel so much better glad we had this talk."_

_Geeze I might as well not try_

_"Heh"_

"Well Gwen that was interesting." Rivend said as he motioned the next kicker to come up.

On the bus ride back Ben, Trey, and Gwen were sitting in the same seats as they did that morning.

"So how did you do that Gwen?" Trey asked about gym.

"I dunno, was just lucky I guess." Gwen responded.

"Well then you're a lucky girl I guess" Trey said.

"Oh you wouldn't know the half of it." Ben cut into the conversation.

"Hehe care to explain in detail about it Ben? Just think how you're part will go over." Gwen said with a smirk.

"Uh it's nothing really." Ben smiled with a hesitant expression.

"You two are weird." Trey told them.

"Nah just one is awesome and the other is not." Ben said sitting up high.

"True, awesome at stinking." Gwen mocked him. Trey looked up and became wide-eyed.

_"Shi..."_

Gwen started to turn to look when an unknown force stuck the bus right where Ben and Gwen were sitting. It knocked the bus on it's side and slid it into a wall.

Walking out from the wreckage Gwen stopped in the intersection she had some cuts, bruises and a little blood dripping down her left arm.

"Damn the impact caused her to go unconscious. What the hell was that." Gwen continued to look around for a clue. She noticed Fourarms work his way out of the wreck also and approached Gwen. He noticed the blue eyes.

"What happened to Gwen?" Fourarms asked.

"She got knocked out. How did you make it out?" Gwen was waving her right hand over her left arm slowly, causing the cuts to start to heal.

"Luckily the omnitrix hit up against something at the start of the crash before anything serious happened. I'm going to start pulling people out." Fourarms started to walk towards the wreck.

"That won't be necessary." A familiarvoice came from behind them causing both to turn quickly to look.

"Vilgax?" Fourarms charged him but before Fourarms got to him a blue flash caused him to trip and fall sliding to a stop a few feet in front of Vilgax.

"That's right bow before me!" Vilgax grabbed Fourarms's head and held him in the air. "Now the omnitrix, give it to me."

"Make me." Fourarms swung two of his right arms at Vilgax knocking him back. Fourams went to swing his other two for a combo but the blue flash came again. This time though in front of Fourarms a hand held back a blue and black stripped tail.

"Heh you may be fast but I can be just as fast." Gwen stood in front of Fourarms holding back the tail.

"An XLR8? Why is it helping Vilgax?" Fourarms spoke aloud to himself.

"Does it matter?" Vilgax tackled Fourarms and they started a quarl a bit from Gwen and the alien. The Kineceleran flashed back and stood stood about ten feet in front of Gwen.

"So now what are you going to do?" Gwen stared at the alien. "Damn." Gwen jumped out of the way of another Kineceleran flipping and slamming it's tail down where Gwen was standing, just missing her.

"Another one... three!?" Gwen dodged a similar attack from yet another Kineceleran. She jumped back and observed the group.

"I see, since you don't have much natural strengthth you combine your high speed and momentum with your thick tail to create quite a blow, very creative. Going to be a little difficult to keep track of you all but shouldn't be a problem." Gwen eyes grew three smaller pupils around the original one. "I can see everything you attempt."

**(Author's note: In case that confused you a bit; think of Gwen(Fal) having a Sharingan, from Naruto. I like the design of it so I decided to include it. However I mean the design to be on blue eyes and not red, like it a little better that way.)**

"What!? Ten... fifteen... thirty... fifty... eighty... a hundred... a hundred forty Kinecelerans..." Gwen stood surrounded by an army of Kinecelerans.

_"Why are so many Kinecelerans_ _helping Vilgax?"_

"Shit." Gwen turned and blocked an attack by and Kineceleran at her right side. After she dodged the first attack she quickly turned again to dodge another directed behind her. As she blocked the second one a tail struck her left side and caused her to hit the ground and roll for a few feet.

"Bah." Gwen stood up, attempted to go on the offensive but before she could she was already dodging another attack. This time she blocked two attacks at once on both sides of her using her arms. Another Kineceleran came and swung it's tail at Gwen's face in the front. She jumped up to dodge it and was stuck in the back causing her to fly forward. A Kineceleran appeared in front of her but she managed to block that attack and veered off to the right, upside down now, still in the air. As she looked back she was stuck again causing her to fly at a high speed into the side of a building.

"Damn it... I can't keep up with all of them." Gwen walked out from the hole she made, she was badly bruised and had blood running down her face. She attempted to start to heal herself but before she started she dodge more Kinecelerans coming at her. She blocked the first one but was hit on her right side and slid to a stop. She began to stand up and was hit again, being sent into another building.

"I... can't concentrate at all anymore, everything is blurry and I have... a concussion. They're not giving me the light of day to... recover either...

At this rate I won't... be able to hold it..."

**(Author's note again ^^: From now on I'll have "" in certain points of the story. When that happens the scene of events is switched back and forth between the inside of Gwen's mind and the outside. I do this so I can include imagery in certain parts that need it.)**

""

Gwen stood on top of the surface of water. The water went to the horizon in every direction and the only noticeable difference was in the area Gwen was in. There were staircases, walkways, and doors stretching up endlessly into the sky above.

_What happened. Fal you there?..._

_Fal?..._

"Where am I?" Gwen started to walk around. She climbed up the maze of stairs above her, looking into a door every now and then. She eventually decided to enter one of the doors and walked through a narrow and cold hallway lined with brown bricks and only enough light to see where she stepped. After some time she came out to an opening; the hallway behind her disappeared and she stood in a dark room with a blue floor. She was only able to see a few feet in front of her and wasn't able to see the walls or the ceiling.

"This is familiar somehow. Where have I seen this before?" Gwen walked aways before she sat down on the floor to rest. "I remember now, this is the similar to the place I first saw Fal. But how did I get here." A deep raspy voice seemed to come from the darkness around her.

"...fulfil...

...our pact..."

Gwen stood up quickly in shock.

"Who's there?" Gwen circled around many times but couldn't find the source of the voice.

"...ignorance...

...child..."

"I'm serious, who and where are you." Gwen attempted to cast a spell but nothing happened. "Not good." She prepared herself for anything as the voice continued.

"...wager...

...mortal..." The voice seemed to be getting excited and heightened.

"...provide...

...eternity...

...amusement..."

""

Vilgax picked up Fourarms and threw him into the corner of the building in the intersection. Vilgax approached the collision, Fourarms jumped out and tackled Vilgaxramming him into a building on the oppositete side of the street. A flash of red light went off and Vilgax walked out holding Ben in the air by Ben's left arm.

"You're beaten, I claim the omnitrix as my prize." Vilgax raised his other hand towards the omnitrix but before they touched and blue beam took Vilgax, releasing Ben from his grip, and threw Vilgax down the road.

"Stay away from my grandson. When will you learn." Max waked into view caring one of his plumber guns. "You okay Ben?"

"Yea I'm fine." Ben turned the omntrix in a fruitless attempt to get it to work again.

"Where's Gwen?" Max asked as Vilgax stood up and charged Max, catching Max and Ben off guard. Vilgax grabbed the gun and threw Max on the other side of the road. He crushed the gun in his hands and dropped it on the ground, Vilgax approached Ben.

"Now no more interruptions." Vilgax began to reach towards Ben when in an instant Gwen got in the air in between Vilgax and Ben. She swung a punch and kknocked Vilgax across the the street.

"Gwen?" Ben stood there paralyzed.

"You broke my mask! How did you break it and what happened to the Kinecelerans?" Vilgax stumbled onto his feet, some blood ran down from where his mask was.

"T...ta...t..tas...t...te...tey..." Gwen held her head high with wide-eyes and had a smile unlike before, it had a dark look to it. She licked off some of the dried blood that was on her face around her lips. Her hand was busted and disfigured from punching Vilgaxbut it started to move on it's own and form back together as it's previous state.

**(Another note: To describe it better the way Gwen's face looked is that she seemed insane but not really. If you've ever watched Bleach it's like Ichigo's hollow when it smiles. It has a very delighted look to it when the host is a causer of great suffering.)**

Vilgax stumbled towards Gwen until he was close enough to throw a punch of his own. When he extended his arm towards Gwen and blue flame came out of the ground straight up and cut through Vilgax's arm just below the shoulder. The arm dropped to the ground and Vilgax stumbled back in shock, Gwen didn't move at all and just looked up at him.

"You severed my arm!" Vilgaxbecame enraged and confused, he went to punch with his other arm but Gwen put up one hand and caught Vilgax's hand. Gwen's expression hadn't changed and Vilgax's arm Gwen was holding started imploding and destroying itself until Vilgax stumbled backwards and fell to the ground face up.

"Fu...Fun..." Gwen's expression grew more excited as she turned and stood at Vilgax's feet. Gwen held up her right hand in front of her. When she did about twenty knife-like objects appeared above Vilgax. As she twitched her hand the objects struck down one by one into Vilgax. When one of the objects stabbed Vilgax it would disappear and reappear back in the air while the wound would instantly heal itself creating a nonstop stream of pain. Gwen continued this torture for awhile never hitting any vital points causing Vilgax to suffer greatly.

"Gwen?..." Ben, now, was sitting on the ground in shock and horror as his cousin continued the torture.

"That's not Gwen." Max walked up and stood beside Ben. "She'd never do this."

"That's not Fal either." Ben replied hesitantly. Max looked down at him with a scowl.

"That's why I didn't want you to get involved with him, neither of you two really know who this 'Fal' is."

"B... but..." Ben started to speak.

"There's no 'buts' about it." Max interrupted Ben and ran to Gwen. He grabbed her by the shoulders, knelt down to eye level, and forced her to turn around to face him

"Gwen!... stop this.

Gwen!"

""

A door appeared and opened suddenly to the right of Gwen.

"Gwen!" Fal appeared at the door. Gwen looked and tears came down her eyes as she saw him.

"Thank God." Gwen ran towards Fal and started to cry when she got to him. He put his arms around her.

"Shh, shh, everything is alright now." Fal looked up as the door started to close behind Gwen. Two deep yellow eyes appeared in the darkness of the room and the voice spoke again.

"...impossible...

...to forget..." And the doors closed.

""

Gwen's eyes suddenly looked normal as she stared Max in the face.

"Gr...grand...pa..." Gwen fainted falling forward but Max caught her. He stood up carrying her back towards where Ben was.

"You... little brat. I swear I'll kill you, even if it's in you're sleep!" Vilgax spoke through the pain as Max carried Gwen away. Two robots appeared and carried Vilgax into the sky where a small ship, almost in an instant, appeared and flew away with Vilgax.


	8. Aftermath

Chapter 7: Aftermath

Ben stood at a food vending machine searching through his pockets for change. He put a few coins in the machine and then searched his pockets for more. He finally put enough in and punched the selection that he wanted. He grabbed the bag of chips and started to walk down a hallway. He stopped and thought to himself for a minute. He walked back to the machine, put in more money and got another bag of chips. He then walked completely down the hallway til he came to a elevator door of which he pressed the "up" button and waited for the elevator to come.

A number of different clothed people walked by Ben. Some wore white gowns, other wore white suits, some with blue robes, and other varieties. Each time the automatic door opened outside, next to Ben, the heat of the day could be felt. The elevator arrived and Ben entered along with a few others. He pressed the button for the forth floor, after someone else got off on the third floor, Ben left the elevator, walked down another hallway, and walked into a room.

Gwen opened her eyes, looked over the room and then turned to Ben.

"Where's Grandpa?" Gwen asked as she started to sit up in the hospital bed.

_"So you're finally awake"_

_What's happening?_

Ben walked forward and sat down on a chair next to Gwen's bed. He handed her one of the bag of chips and opened the other for himself. Max walked in the room and saw that Gwen was awake. He stopped at the foot of her bed still standing.

_"You know that pen Trey had."_

_Yea._

_"The casing of that pen was actually a magical item called a Sha that was used for communication. Anyone that wanted to be involved simply had to create a Sha and have it physically touching them. It worked in a way similar to you're television news. People would hold a Sha and they could be informed of any recent events that are happening."_

_Why are you telling me this._

"Gwen... other then you, Ben, and a few others no one survived the crash." Max spoke slowly with his head down.

"Wait what about Trey?" Gwen asked but Max kept quiet and held his head down.

_Wait your suppose to help me aren't you? And those around me... why didn't you help Trey!?... why..._

_"There was... too much happening at the time. I'm sorry."_

_You're sorry!? Trey is dead and... and..._

Gwen broke down crying in front of Ben and Max.

"Gwen I know this is very hard for you right now but I need you to be strong..." Max walked over and sat in a chair on the opposite side of Ben. "Do you... know how to get rid of Fal?" Max asked her calmly.

"What!?" Gwen looked up at Max, tears still coming from her eyes.

"Easy easy I'm guessing you don't remember then. I need you to stay calm while I explain to you what happened." Max attempted to explain what happened with Fal and Vilgax to Gwen. Silence filled the room only to be broken with a slight sob from Gwen. After a few minutes she looked up and over at Ben.

"You're with him on this?" Gwen asked with a mild expression, Ben nodded hesitantly and the room was once again filled with silence. Max was the first one to break the silence this time.

"Gwen I need you to focus and cooperate. You need to tell me if there is anyway to separate you from Fal that you know of." Gwen looked over to Max, uneasiness in her eyes.

"Why... do you dislike Fal so much? What has he done to deserve such hatred from you?..." Gwen's voice was as uneasy as her expression.

"Gwen please. Don't make this harder then it already..."

"Why are you lying to me!?" Gwen interrupted him and looked over at Ben again, "Why are you on his side?... what has either Fal or I done to either of you?..."

"Gwen don't listen to him please, don't put him between us; we're family, don't let him take that away from us. Our connection is something he can never change." Max speaking soft yet fast.

"'Family'? You don't understand. My connection I have with him... it... I... we share our every thought, willingly or not, every emotion, personal history, he knows every inch of my being and I his. We are practically one in the same. That's how I know you're lying, I know he never did those things but why do you insist he has!?" Gwen was voice was rising and she started to cry again; she shakily clutched the bed sheets.

_"Gwen you're escalating it too far, you don't have to do this"_

_No they... they..._

"I... and even if what you said was true. I don't think I'd ever willing part with him. We're so intertwined it would be like splitting myself in half, losing a large part of my own self, of who I am." Gwen was starting to clam down and her voice lowered.

"But Gwen you were you, perfectly fine, before you met Fal. Because he's apart of you doesn't mean you're greater then you were before, far from it." Max spoke trying to be reassuring and sway Gwen.

"No... You just don't understand, it's impossible for you to understand... you don't know what it's like! I can't go back even if I wanted to... I just couldn't live like that." Gwen was trying desperately to hold her ground against her grandfather.

"Gwen I'm no longer asking. You're going to tell me if you know how to get rid of Fal or I'm going to find a way." Max stopped trying to win her over.

"...No... I'm not going to let you." Gwen ceased to make eye-contact with Max. After some time of silence Max walked out the room, Ben followed.

"I'll find a way... I won't let her be foolish enough to do this." Max mumbled as he and Ben walked down the hallway.


	9. Nothing

Chapter 8: Nothing

Gwen stood on a cliff looking out to a seemingly empty sea as the Sun began to rise over the horizon.

_"So how do you like it?"_

_It's awesome. I never thought I'd be able to visit England this young._

_"Heh glad you like it."_

Gwen turned away from the cliff and walked down a old dirt path to what appeared to be a small town in the distance. As she walked into the town she passed a group of people who greeted her nicely. She nodded politely in reply and continued walking.

_Guess we should be getting back soon._

_"You sure there isn't anything else you want to see while we're here?"_

_Yea, I told my mom and dad that I'd be back this morning also. Can't have them finding out I'm not at my friend's place._

_"True, true. Guess we'll get going then, you ready?"_ Gwen chuckled a little bit.

_Yes, for the last time, I'm ready_

_"Fine then... How about that corner over there?"_Gwen noticed where Fal was talking about and made her way over to an alleyway. The back of the ally was well out of view from most angles. She walked to the back of the ally and a slight blue light began to engulf her. After she was completely surrounded by the light her body began to break into small pieces starting from her feet going up to her head. After only a few seconds there was no sign that she was ever there except for a few pieces of chipped clay where she stood.

**()**

Gwen walked through the front doors and entered her school. She look around to see if Ben was there but only for a moment; she thought to herself and turned a cold shoulder to the topic. Instead she walked over to a group of her friends from the end of last year.

After a her first few classes she was relieved she didn't see Ben yet. She didn't care to see him much with what happened at the end of last year. She had not attempted to contact him or anything since then, same with Max. Whenever her parents tried to arrange a family gathering Gwen always found a way to get out of it. She was stressed out just remembering what happened that day so she preferred not to.

As she walked into her english class she was dismayed to see Ben standing there which ment that they would be assigned seats next to each other. Though she didn't want to dislike Ben, the events that happened left a bad taste in her mouth every time she thought about them. Ben didn't say a word to Gwen and didn't seem to notice her presence. As they were called to their seats Gwen sat behind Ben.

Ben was the first to try and start a conversation. He turned around a tried to show a slight respectful smile but Gwen just ignored him and stared off into space while she waited for the class to start.

_"You should at least try to mend what happened."_

_Why?_

_"Because he's trying and you're just shrugging him off."_

_I'm not in the mood to try and talk it out with him._

_"At least talk back."_

Ben had turned around facing front and appeared to have given up. Class went on as an usual class would. When the bell rang signaling the change of classes both Ben and Gwen stood up from their seats but exited the room separately.

Gwen made her way to the lunchroom and noticed Ben also had the same lunch time as her. She saw him sitting by himself at the end of the table.

_"Now's your chance."_

_Shut up_

_"He looks lonely."_

_I said shut up_

_"Nothing comes from nothing. I know you want to put what happened behind you. You can't hide it."_ Gwen smirked a bit.

_Ugh... why can't you just ever be quiet. _

Gwen finally walked over and sat down at the table where Ben was sitting but opposite of him. Ben kept looking down at his lunch plate.

"I'm sorry..." Ben broke the awkward silence but didn't look up. "I was just... I still am scared for..."

"Scared of what? I sit down, I try to work things out and you still want me to believe that lie?" Gwen's voice had a irritable harshness as she spoke. Ben didn't reply but he took a bite from the pasta lunch he had gotten.

"How about we forget about it?" Ben offered.

"Works for me." Gwen replied emotionless.

"So eh... How are your classes?" Ben asked hoping to keep the conversation simple and going.

"They're alright I guess. Some of the teachers are stupid and they're going to be fun to deal with." Gwen said sarcastically.

"Well... How about your summer, how wast that?" Ben asked.

"This summer was one of the better ones that I can remember. Fal was able to get us to teleport over the globe." Gwen spoke with a slightly happy smile, "I got to see almost every tourist attraction in one summer! It was great." Ben took a hesitant swallow.

"I see... that's a good thing I guess." Ben finished eating his pasta and ceased any further attempt at the conversation. For the rest of lunch both of them sat in silence as time went by. When the bell signaled the change of classes both of them stood up and went their ways to separate classes.

The rest of the day was like everyother school day would. Though there was an annoucment paying respect to the death of the students from what happened at the end of last year. Ben and Gwen were no longer on the same bus so they didn't see each other for the rest of the day.

**()**

Ben walked up to the Rustbucket sitting in the parking lot. He was supposed to meet Max that afternoon but something about the motor home looked off. When Ben walked inside he saw that it was torn apart and found Max searching through a pile underneath the broken table. Max noticed him come in, stood up and stretched his back.

"How was school?" Max asked with a sigh as he sat down on part of the table's seating.

"It was alright. What happened?" Ben asked in curiosity.

"Apparently someone thought it'd would be funny to break in here last night and trash the place." Max replied.

"Do you know who?" Ben asked.

"Nope, but what worries me is that they took something I've been working on for quite some time." Max sighed again, "It was almost finished too."

Ben looked around again to examine the extent of the mess. He walked around examining different parts to sooth his curiosity. When he was done he walked up and sat down next to Max on the opposite side of the table from his grandfather.

"What was it that they took granpa?" Ben asked. Max looked over at him breifly but turned back to face the doorway.

"At least I have the basic idea down. Shouldn't take as long to make another one as it did the first." Max spoke to himself.

Ben didn't ask again but changed the subject to the reason why he came by in the first place. For the rest of his visit they had a general talk about how their summer's were, what they did, where they went, and other such information. Afterwards they went to have dinner and just have fun as family.


	10. Forgivness

**This chapter is my favorite story wise and the major turning point. Enjoy ^^ It is a long one.**

Chapter 9: Forgiveness

The school day was like all the others so far. Gwen had memorized her route through the school for the whole day. It almost seemed natural because she had walked it so many times already.

_It's been a boring year so far._

_"Boring is never troublesome."_

_Still I want to do something. You know anything?_

_"How would I? I'm still trying to figure out why you need hall passes. Such a stupid idea really."_

_What, so you think they should let anyone skip class or walk around for no reason during school?_

_"Why shouldn't they? This is a free country is it not?"_

_But still we need to have some rules._

_"Oh yes rules, such a silly term. 'I don't want you to go through this door so I'm going to put a "Faculty Only!" sign and punish you if you go through.' It really amazes meet how stupid most of you people are._

_Real nice to sit on the sideline and judge us all._

_"You open yourselves to it. 'I'll get yelled and a detention at if I'm caught in the halls without a pass. Oh noes.' All these 'rules' are is nothing more then to manipulate the masses so to be put to beneficiary use later on."_

_So you're saying we should all just go around and purposely be a jerk to people if they ask where our hall pass is?_

_"No, people like that are no better."_

_Then you're just contradicting yourself._

_"People need to be smart. But people seem to be taught at a young age what the elders want them to know. So what I see as stupid sense they see as common. Yet there is nothing you can do about it because people are stupid in general. Elders teach the children to think outside the box but hold a even bigger box over the children's eyes. The ones that see what's happening outside the bigger box are sadly put down and disregarded by the masses."_

_You really do like thinking to much into things don't you?_

_"What is a rebel? A man who says no?"_

Gwen walked into the lunchroom and sat down next to Ben. He looked up and smiled at her as they began a simple conversation. He had become much more relaxed now since the start of school. Over the past few weeks also their friends had slowly gathered at the table and now they had a small group all chatting about general topics and having fun each day.

As the rest of the school day went by nothing much changed. Gwen decided to walk through town to go home that day to see if anything was going on. Ben joined her last minute for whatever reason and they headed off through the non busy streets. As they were walking by a hardware store Ben spotted something in the window and proceeded to make a joke about it. Gwen mocked him but Max happened to walk out of the store and saw the two of them. Neither of the three said anything but Gwen attempted to start walking again when a sudden gust of wind came out from the sky causing all three of them to look up.

They saw Vilgax's ship come to a stop and hover a feww hundred feet above the buildings. A much smaller ship emerged Vilgax's ship and quickly made it's way down to the street where Gwen, Max, and Ben were standing. On the small ship stood Vilgax, Kevin and a robotic figure.

Ben had already started the omnitrix and by the time the three jumped off the small ship Ben had already become XLR8. After the three landed and started to approach could the robotic figure be fully seen; it appeared to be Trey but only on half of his face, the other half was a cyborg-like face with a red eye. Trey's body had several robotic parts throughout including six three-foot long bars symmetrically appearing from his back, his right leg had parts of human skin while his left leg was all robotic, and his right arm was replaced by an arm with instead of five fingers there were five claws with a hole in the palm while his left arm was human. Vilgax had two new organic-cyborg arms replacing the ones Gwen destroyed before.

**(Author's note ^^: I don't care how you want Kevin to look like but I picture a Kevin that isn't as bulky as he is in AF, maybe a little bulk but more so an average body like he had in the episode in the future "Ken 10" but younger. I also intend Kevin's power to sort of be a mix of what it is in AF and what it was in "Ken 10" where he can absorb different materials to cover his body yet be able to use all the powers of Ben's aliens in human form but a bit weaker then what they would be for Ben. As for the robotic Trey I think I described his appearance decent enough but I want to focus on what his right arm looks like, I intend it to resemble what the Guren Mk-II's arm looks like in "Code Geass" but human scaled and with a hole in it's palm center like a gun barrel but bigger to cover most of the palm.)**

"Tr...Trey?" Gwen asked in shock as she stumbled to catch herself from falling. Trey walked away from Vilgax and Kevin a few feet and held out his right arm so it was aimed at Gwen, the hole in the palm began to glow a redish color and shot a beam redish-black in color.

"Gwen move!" Max yelled as the beam closed in on Gwen but she stood there stunned.

_"You idiot move!"_

Gwen finally started to try to dodge it but was too late and was struck by the beam which picked her off the ground dropping her behind Max.

"Well that was easier then I thought." Vilgax spoke as he turned towards the rest of the group, "Thank you Max, you're little toy was a big help." Vilgax indicated Trey's arm.

"You're the one that broke into the rustbucket?" Maxed released what Vilgax said and turned to Gwen. "Gwen... Vilgax!" Max turned back to Vilgax enraged.

"I don't care what you do to him, as long as the omnitrix is left intact." Vilgax spoke to Kevin standing next to him.

"Good." Kevin grew a smile and touched the small ship he came from changing into a metallic color and rushed XLR8. The speed at which he approached XLR8 was slightly slower then XLR8's own speed and was easy to counter but XLR8 was shocked by Kevin's speed that he hesitated which caused Kevin to tackle into XLR8 pushing him into the hardware store.

"Such a neat little toy. What does it do again? Oh yes, it destroys someone's active consciences does it not?" Vilgax spoke with a laugh. "I don't know why you would make such a thing but now I don't have to worry about that brat going psycho again."

Max stood there enraged when Gwen started to stand up. When she was fully up it could be seen that her eyes were blue with the three pupils surrounding the main pupil.

"Hmph? Another conscience? I guess that explains a little bit. No matter I'll just have this one destroyed as well!" As Vilgax finished speaking Trey aimed his arm at Gwen again and fired another beam. Gwen easily move out of the way and charged Vilgax with a high speed.

"You bastard!" Gwen shouted as she approached Vilgax but she misjudged Trey's speed whom had already turned and fired another beam of which Gwen had to stop her charge to avoid. Within a instant Trey had jumped overhead of Gwen shooting another beam which Gwen jumped back to dodge.

As Trey landed on the ground he charged at Gwen preparing his right arm to stab it's claws at Gwen. Gwen dodged with spin and a small blue flame gathered in her left palm as she came around her spin she countered by extending her left arm towards Trey causing a stream of blue flame to emit and surf over the group as it came to Trey. Trey jumped, avoiding the blaze easily, and countered by shooting another beam at Gwen. Gwen dodged and saw that there was a cliff above the row of buildings including the hardware store.

_"That should help"_

As Fal was finishing his thought Trey had jumped overhead of Gwen again and stabbed downward with his claw. Gwen barely dodge in time but managed to have claw cause a small cut on her face. Gwen jumped an unnatural distance into the air. Trey jumped up to follow but in the few seconds it took for him to catch up Gwen was able to reach out and put her hand on the clifface. As Trey approached Gwen caused the whole clifface to shatter causing large boulder sized debree and using magic caused the boulders to shoot off into several different directions, if a boulder got to close to the ground, to high in the air, or to far away the magic caused it to shoot back in the opposite direction.

Gwen moved out of Trey's way and, navigating the now airborne moving obstacle course, came out from behind Trey. Gwen shot another stream of blue flame but Trey now used the boulders to dodge and come around to counter. He shot another beam at Gwen who jumped off the boulder she was on, over the beam, grabbed hold of another boulder, and using the momentum to jump on the back of Trey. She put her hand on Trey's back and used an intense flame to push Trey in the ground below. As she caught her breath a beam shot up from the dust cloud, created from Trey hitting the ground, towards Gwen of which she barely dodged.

Gwen landed on another boulder flying by but before she could rest Trey had already jumped up back into the battlefield. He charged straight towards Gwen and tried to stab her with his claws. Gwen grabbed his thrusting arm with her left hand, pushed his arm aside so it went by the right side of her, gathered a blue flame in her right hand, and pushing the flame into Trey's face, let out a shocking burst of heat and fire causing Trey to crash down into the ground again.

As Gwen was preparing to land on a passing boulder when Trey had gotten up again but instead of jumping Trey ran up the side buildings and what was left of the cliff. In a instant he was already above Gwen preparing to shoot another beam.

"Damn monkey." Gwen spoke as she grabbed a boulder in time to pull her away from the beam's course.

XLR8 and Kevin were fighting on the street below. XLR8 could out maneuver Kevin easily but was unable to damage him due to Kevin's metallic skin. At one point Kevin was able to grabbed XLR8's tail and spun in place four times before releasing the tail causing XLR8 to crash into a nearby building.

"Come on Tennyson, this can't be it." Kevin spoke with an aragent tone.

As Kevin approached Ben both Trey and Gwen crashed down in between Kevin's path. Trey thrusted his arm at Gwen again but Gwen dodged it, spun around behind him, preparing to counter. Trey's arm changed direction so awkwardly and suddenly that before Gwen could realize she was charging into a beam being fired at her.

_"What? He never did that before, shit"_

The beam struck Gwen sending her through the air and into a pile of rubble in front of the building XLR8 crashed into.

"Well well. I see you paid off after all." Kevin spoke to the cyborg. "Now all that's left is Tennyson."

"Now that nuisance is dealt with," Vilgax spoke to Max. "Shall we continue with our business?" Vilgax approached Max with a gleam in his eye.

"Hehe finally..." A raspy voice came out from a unknown source.

"I should... be able to have tons of fun now." Gwen stood up from the rubble. Her eyes hadn't changed but dark black spots now covered her body. The spots were rigid in design, varied in sizes, and where her clothing was the spots couldn't be seen; only the bare skin of her hands, face, neck, arms, and legs showed the markings. On some spots it appeared to peeling off her skin, growing in size very slowly and having a very light stream of something pure black rising up vertically from the edges and dissolving into the surrounding air. A unearthly giggle came from her being as she stood up.

**(Author's Note: I'm trying to have the design of Sauske's cursed seal mark, from Naruto, on Gwen. But I want it to have thicker spots and not as many.)**

"Who the hell are you?" Vilgax demanded. Trey raised his arm and shot a beam at Gwen. The beam stopped short of Gwen held back by a strange force. Gwen smirked ever slightly, but with a large sinister value. In the blink of an eye thin shades of blue diced through Trey, as fast Gwen had smiled, Trey and fallen into a pile of rubble.

"What the hell?" Kevin stumbled back in shock. _Why didn't that brat do that sooner_. Kevin thought.

"Damn," Vilgax turned towards Kevin, "Take care of her!" Vilgax ordered but, with the same amount of speed, thin shades of blue enveloped of Vilgax and in moments Vilgax became a bloody pile on the ground. Gwen turned her head to face Kevin, who now looked sick to his stomach, still holding her smile.

"Run...run..." Gwen's face grew with excitement. "Run!"

Kevin turned around to start running. Before he took his first step Gwen appeared in front of him, with one punch, Gwen broke through Kevin's metallic armor and threw him into a building down the street.

"This isn't any fun." Gwen spoke with less excitement but still in a raspy voice as she walked up to Kevin who was laying there in immense pain with one eye open watching her. "I like to play with my food first. But it doesn't work if the food doesn't play either."

Gwen picked Kevin up into the air with her right hand. For a second she looked into his face; he could see the patches of darkness on her face and the streams slowly eating away what was left. Gwen used her right arm to throw Kevin high into the air. Before Kevin knew where he was Gwen came slamming into him from a angle above, driving him into the hell of Vilgax's main ship. She held Kevin against the outside of the ship, with her right hand again. She was pining him to the ship with his neck.

"Guess I won't let you pathetically live any longer." Gwen smile grew as she pressed harder against his neck. Kevin struggling to breath suddenly became ghost like and phased through to the inside of the ship.

"Oh I guess there's hope yet." Gwen now amassed with excitement.

Kevin laid on a cat walk inside the ship. "Which one of Tennyson's freak aliens can do that?" He spoke to himself but was grateful he was inside and Gwen was out. Before he stood up the whole hull of the ship that was between him and Gwen was ripped out and Kevin saw Gwen standing there, throwing the piece of the ship behind her with her left hand. He panicked as he saw he smile and started to run down the corridor of the ship.

Gwen had jumped into the ship to follow Kevin who was desperately trying to escape Gwen. Gwen chased him by running along the walls, the ceiling, and the floor on all fours. Kevin was using what he had of XLR8's speed to the max but he couldn't stay ahead of Gwen. As Kevin ran he took random turns to try to escape Gwen who playfully sped right by the turn, changed direction, ran back, and turned down the new corridor. Sinister laughter could be heard echoing through the ship.

Occasionally Gwen caught up to Kevin and pushed him against the walls, threw him around, sometimes she came up to him to swing her arm to make a big gash on his body. The chase kept up for some ours before Kevin got a lucky shot in and sent her through the hull of the ship. He tried to gain ground while he had to chance while Gwen dug her way through the rest of the hull and came out the bottom of the ship. She was still running on all fours as she ran the outside of the ship towards the front.

Kevin saw a opening to the outside ahead of the corridor he was running in. As he came out the opening he was relieved to breath fresh air but Gwen suddenly came unexpectingly from the underside of the ship. Before Kevin could defend himself Gwen used her right arm and impaled him through the chest. Gwen raised her arm, thus raising Kevin off the ground, and waited for his blood to drain down her arm. He was still conscious but breathing hesitantly. When the blood got close enough she licked it off her arm.

"Well that was more fun then I thought it would be but our playtime ends here." Gwen raspy voice wispered towards Kevin. She threw her right arm out and the momentum carried the rest of Kevin's body causing him to slide off and fall into the town below.

XLR8 was watching Gwen in horror while Max was digging through the pile of rubble that was Trey. Gwen noticed XLR8 watching her and grew an excited smile again. XLR8 realized that she was smiling at him but before he tried to look away Gwen pushed herself off the ship and high speed. She landed on top of XLR8 forcing him to the ground. She had both her hands one his neck choking him.

"You know... I've tasted the blood of a Kineceleran and now I've tasted the blood of human." The smile grew on Gwen's face. "I wonder what the blood tastes like of a human that transformed into a Kineceleran" Gwen pressed hard on the neck of XLR8 struggling to breath. A red light flashed and XLR8 was replaced by Ben. A dissatisfied look came over Gwen's face.

"Well I guess that plan is out the window... oh well." Gwen tightened her grip.

"G...G...Gw...Gwee...Gwen..." Ben's face started to turn blue.

"Gwen? What's this Gwen you speak of?" Gwen's smile started to come back as the darkness peeled away her face.

A red beam came and blind sighted Gwen knocking her off Ben a few feet away and allowing Ben to breath. Ben laid on the ground but looked over to see Max holding what was left of Trey's arm. As Ben regained his breath he stood up and took a step towards Gwen.

"Stop." Max said which caused Ben to halt in fear. "This is still just in an experimental stage. Right now its effects only temporary conceal a conscious. I haven't been able to get it to completely destroy one yet."

As Max finished talking Gwen showed slight movement which cause Max to readjust his aim onto her. Gwen slowly got herself to her feet, the spot of darkness could no longer be seen and her eyes had become green. She looked over at Max with an exhausted and confused look.

"Grandpa?" Gwen spoke softly and weak as she disoriently took a step towards them.

"You'll do best to stop right there." Max demanded showing intent to shoot at Gwen.

"Grandpa what?" Gwen still had a weak voice. "Ben what hap..." Ben stepped back as she directed him.

--

"What's going on? What happened?" Gwen stood in a space that was pure white. She was speaking to Fal who was standing opposite of her facing her. They both stood there naked.

**(Author's note: No this is not the romance part, in fact the romance in this story as more of a subtle one. Anyway this is not meant to be a sexual naked but an enlightened-type naked with purity where you can't see what makes someone a girl or a guy but you still know they're naked. I had a hard time deciding whether to put this in the story or not because of how it seems at first but I found that's it is needed for the storyline.)**

"Why is grandpa doing this to me? What's happening Fal?" Gwen asked in desperation clinging to Fal.

"Shh it's alright. Everything is okay just calm down." Fal replied holding her tight. She started to clam.

"But he's pointing that gun at me, Ben looks at me like I'm a demon. Why is this happening?" She started to panic and any more attempt at calming her down seemed to fail. She knelt down and brought Fal down with her so she could keep his embrace.

"Just... just make it all stop." Gwen spoke hestiantly. Fal looked at her.

"Are you sure you want to..." Fal started to speak.

"Yes I don't care. Do what ever you must but just make it stop." Gwen started crying and looked up at Fal. A single tear fell from his eye.

"You stupid fool." Fal said and Gwen felt herself become transparent. She began to fall through an invisible floor and the embrace she held with Fal vanished as she phased through him and gradually fell downward into nothingness watching Fal stand up.

"Fal!?....FAL!?" Gwen screamed as she fell faster and faster until finally her voice could no longer be heard.

--

Max continued to hold the gun towards Gwen when a blue flame began to circle around her body. The flame sped up to a point, as if pulling something out of Gwen itself. After a few minutes the flame began to slow down, stopped circling Gwen's body, and worked it's way to be in front of Gwen. A figure that looked like Gwen's face could be seen in the flame; suddenly the flame drew in on itself and transformed into a book much the spell book Gwen had. The book hovered, closed, in front of Gwen. She sighed a deep heavy sigh.

"I guess I should thank you Max." Gwen spoke with a slightly sad expression. Her eyes were already blue but now her hair started to change to a sky blue color. "And you too Ben."

"What have you done with Gwen?" Demanded Max.

"Thanks to you putting enough pressure on her I was able to finally take the last step and gain complete control." Gwen ignored Max's question. Both Max and Ben had a confused expressions. Gwen chuckled at little from looking at their faces but her face quickly changed back to a saddend expression.

Gwen raised her hand, water came out of the ground and circled around the book. When the book had a perfect sphere of water surrounding it the water froze in a instant leaving a frozen book in a floating ball of ice.

"You're granddaughter is now sealed within this book; just as I was for so many centuries." Gwen's words brought horror to Ben and Max. She raised her hand into the air sending the sphere into a portal she had created. The sphere had vanished as did the portal.

"Damn you." Max spoke, raising the gun towards Gwen and firing a beam. Gwen used her left arm and deflected the beam into a nearby building. From Gwen's shadow rose a dark figure. It was humanoid in appeared but had dark-grey skin and was covered in dark-grey clothing. It had eyes that glowed red and at the edge of it's fingers were sharp bone-like-knife spikes. Instead of feet, at the bottom of each of the figure's legs was a rather large sharp spike that resembled those on it's hands.

**(Author's note: This figure is based off the Shadowkhan from "Jackie Chan Adventures." It's a silly show but I used to watch it as a kid and I liked the design of the Shadowkhan also ^^.)**

Max rose the gun again in an attempt to fire. But it was too damaged to operate now. With the speed, like that of XLR8, the dark figure came in front of Max holding it's bone-like claws at Max's throat.

"As gratitude for you helping me I'll give you all one day. Twenty-four hours before I start justifing the sins of mankind." Gwen spoke but kept her sad look. Gwen's body started to glow a faint blue light.

"'Sins of mankind?'" Max repeated for no real reason. Gwen's body started to flake off at the bottom.

"Yes the purging of your sins." Gwen remained expressionless as the last of her body turned into fragments of clay falling onto the ground.

The dark figure that was threatening Max slowly vanished into the air. When it had fully disappeared Max took a deep, hesitant, breath. He fell down to his knee's in disbelief.

"He used us..." Max started to say, tears coming to his eyes and a imense pain stricking at his heart. Ben remained silent and motionless.

"...all of us." Max continued, "Vilgax, Trey, you... me. He used all of us. Knowing that Vilgax would use Trey. That I would try to part him from her. He used us and knew every reaction we'd do... He used us like pieces in a chess game. He knew she would regain consciousness when she did, knew that I wouldn't trust her, and... and... knew that... because of it she would give... him the last bit of... control he needed." Max spoke in between sobs. While Ben stood in shock.


	11. Process

Chapter 9: Process

"Target approaching." A male voice came from a humanoid robotic suit kneeling atop a hill overlooking a slight valley. The terrain was barren but the few plants that existed were not dried up. Behind him stood eight others, seven wearing the same robotic suit and the last one being Ben.

"Don't go rushing in. We need to play this safe." Max's voice came from one of the other suits, placing his arm on Ben's shoulder.

"Yea I know," Ben replied, then turned to the lead figure whom was still kneeling on the hilltop and observing the valley. "Is it possible to not kill him?"

"Highly unlikely..." The man started to reply.

"But it's still Gwen's body! If we kill him, later on if we can get Gwen's mind back, she won't have a body to return to." Ben interrupted. A sigh could be heard from within the mains suit.

"I'm sorry kid, but the target is to dangerous to try and contain. If a chance opens up we will whatever we need to in order to stop it." The voice carried no emotion.

"But..." Ben was interrupted this time.

"No kid! He has already killed much of Asia's population single handed, with exception to his voodoo. We have a chance now and I'll be damned if we lose it due to your cousin, whom we may never find." The man spoke.

"Neal, I understand the situation but please be more respectful of Ben and myself." Max spoke from behind Ben. The man looked back at Max and then at Ben..

"I'm sorry, but you need to weigh and understand the consequences. We simple can't let a chance like this go." Neal turned back to survey the valley. "Target's almost in position, get ready."

The other men, including Max, stood up straight and prepared themselves.

"Another win for the plumbers." One of the men softly cheered.

"Ben, you're up." Max spoke to Ben, who nodded in reply. Ben activated the omnitrix and choose Diamondhead.

Gwen was floating above the ground a few feet, going at a high speed. Diamondhead came out of the ground, in front of Gwen, growing crystals behind him. Gwen stopped moving and watched Diamondhead. Diamondhead did nothing but the crystals continued to grow until a circle had been created, encompassing Gwen and Diamondhead.

"Well well," Gwen smiled, "How've you been?" Gwen held out her hand towards him as a greeting gesture. Diamondhead didn't react however.

"Guess your a little angry eh?" Gwen sighed.

"Why... we've done nothing to you!" Diamondhead shouted, Gwen didn't answer.

"She trusted you, I trusted you even with all the signs. She trusted you more then us! And grandpa was the only one who saw the whole picture." Diamondhead continued.

"She shouldn't have trusted me then" Gwen replied.

"Tell me why!" Diamondhead spoke.

"You... because of your mothers and fathers you no longer deserve the right to understand." Gwen's face grew serious.

"I don't want puzzles, tell me why!" Gwen stayed quiet.

Gwen held out hand and extended her thumb and index finger, she made a slight space between the two, and pointed at Diamondhead. "Gonna have to move." Diamondhead stared at now had a small light appear in between her extended fingers about the size of a piece of sand. "Fine then." Gwen spoke as a small beam, the size of a wire, shot out from her hand towards Diamondhead. Diamondhead jumped out of the way. As he landed and readjusted he looked over at Gwen again. A wall of ice appeared a few inches from her back blocking a small laser. After a few seconds the wall of ice melted and became a stream of water circulating around Gwen.

"You brought friends?" Gwen asked Diamondhead while turning halfway to look around. Behind her stood Neal holding his hand out from the laser he shot.

"Damn where did the water even come from?" Neal uttered under his breath. Water began to come out of a white-ice colored gem on the ring Gwen was wearing on her left hand. The encirclement of crystals broke as 7 robotic suits charged Gwen. The robotic suits enhanced human abilities and allowed them to close in to Gwen in a short time.

Many tentacle-like water veins came from the mass of water that was circling Gwen. Gwen used the tentacles to counter against the attackers. Six were able to dodge but one of the attackers was pierced through the chest and the others could see, through monitors in their suits, that he had died. As the body fell to the ground Diamondhead shot crystals at Gwen but the water surrounding Gwen turned into a wall of ice blocking the attack while the tentacles pursued the rest of the plumbers.

One of the tentacles shot towards Neal, while he jumped out of the way the tentacle split into three smaller tentacles and turned to attack again. He was able to dodge the first, jump the second, but the third attacked while he was in the air. He quickly aimed his fist at the third and shot a laser which cause the water to disperse, halting the attack. The tentacle quickly reformed and again Neal was dodging attacks. None however were attacking Diamondhead as he and Gwen watched each other. Neal saw an opening between attacks and shot another laser at Gwen who's circle of water became an ice wall in an instant to block.

_That's it. _A thought came to Neal's mind and he opened a communication channel to the other plumbers.

"The water that working as his shield reacts and moves much faster then these tentacles." Neal spoke.

"And?" A reply came.

"If these tentacles moved at the same rate as his shield we would have been killed by now. Therefore I don't think he has direct control over his shield. I think it's more of a indirect command he has on it to simply block attacks." Neal answered. "So if it's just there to block attacks..." Neal started.

"We don't have to worry about it counter attacking us with close range attacks until he directly takes control of apart of it." Max finished.

"And when he does take direct control of the shield to attack it's reaction will be much slower allowing us to get an attack in." Neal told them. Neal began to convey orders for a formation while they took their time carefully dodging the attacking tentacles, within a minute they had an attack plan made.

"We need to be swift and able to kill him in one try else we risk losing possibly our only chance." Neal spoke as they started their formation.

A plumber ran a pattern throughout the area to draw extra tentacles towards himself. As the tentacles began to converge on the plumber he used a jet boost and shot up several hundred feet in the air causing the tentacles to follow. At that moment Max broke from his pattern and charged Gwen's front. Using the same energy from the plumber that's used for the lasers Max created an energy blade to appear and thrusted it at Gwen. The wall of ice quickly formed to block. As soon as it did Max moved out of the way while another plumber came in from a different angle who also stabbed at Gwen with a blade. When the shield blocked the attack the plumber backed off letting in another plumber to attack. As the shield blocked it again Gwen's face grew with annoyance. The shield change to water and attacked the plumber who jumped back. As soon as this happened Neal came from from behind Gwen slashing downward with his blade. Gwen watched out of the corner of her eye and knew what was happening but didn't have time to dodge completely.

Gwen leaned forward preparing to dash forward to dodge, while doing so small streams of water rushed to her back to defend against the incoming attack. As Neal's slash came to Gwen a stream of water was able to get in between and the blade but the blade went right through the water. This surprised both Gwen and Neal however Neal didn't let up on the attack. Gwen used a burst of magic at her feet to help move out of the way but part of the blade still cut through Gwen's back. As she stumbled from the attack she quickly recovered and monitored everyone while the gash in her back began to heal itself. All the water quickly returned to Gwen circling around her at a high rate.

"What do we do now?" A voice came over the channel. But silence was heard as the plumbers waited for Neal to answer.

_I was able to cut through the stream water before it became ice and where they contacted the water turned to vapor._ Neal thought to himself. _But why can't we cut through the ice then? I wonder..._

Neal aimed his fist and shot a laser at Gwen where the mass of water easily turn into ice to block. Neal then aimed at the outside of the water instead of Gwen and shot. The laser turned a small bit of water into vapor.

_It didn't turn to ice cause he wasn't in danger but because it turns to vapor..._ Neal thought again.

"Everyone stand back but be cautious of an attack." Neal spoke on the channel. Neal then opened a second channel. "ES can you provide a laser strike for us?" A delayed reply came.

"This system isn't fully operational yet, support is low."

"I don't need damage I need the lowest intensity you have." Neal replied as he waited for a answer.

"Coordinates?"

"I'm also sending the the frequency of the the needed laser." Neal spoke as he sent the target information. After a few minutes a countdown was started on the channel.

"Laser strike in 12, 11, 10, 9, 8..."

"Be read to attack after the laser hits." Neal commanded the plumbers.

"Neal a laser strike is to dangerous" Max said.

"4, 3, 2, 1. Firing now"

Gwen looked up as a large green bubble like energy beam came down from the sky at high speed. The water didn't turn to ice when the beam hit but the water instead turned into vapor and disappeared from Gwen. Gwen's face grew surprised as she looked down at the plumbers.

"The frequency of our lasers and energy blades turns that water, but not when it's ice, into vapor." Neal chuckled in his speech, "He doesn't have control over the vapor. And since that laser wouldn't have caused harm to him the water didn't turn into ice before the laser hit. Attack now!"

The plumbers and Diamondhead charged Gwen. Gwen realized what was happening and prepared herself. The first one to get to her was Max. Max stabbed at her with a blade, she moved out of the way and put her hand on his back as he passed by. A small explosion from the contact sent Max flying forward into a hill in the distance.

"Grandpa!" Diamondhead shouted as he ran up to Gwen, Diamondhead had turned both his arms into thick blades and swung with his right. Gwen stepped out of the way which cause Diamondhead to then swing with his left. Gwen jumped, causing Diamondhead's left arm to hit the ground, she stepped on his left arm to boost her jump and landed behind him. She quickly turned, preparing to do what she did to Max but held back used a gust of wind to move Diamondhead out of the way instead.

Two plumbers attacked her at the same time but she had enough time to cause the a hole to form in the ground sucking the two in and, closing the hole, crushed them. Neal came from behind Gwen and stabbed; Gwen was ready and dodged easily. Neal used his other hand to shoot a laser at Gwen who jumped out the way giving time for Neal to turn and swing at Gwen. She dodged the full attack but her right shoulder was slightly cut while she jump back. Neal continued the assault and swung again. Gwen moved away from the strike and, gathering a blue flame in her right palm, extended a small burst of flames at Neal. Neal put his hands together, using the same energy used in the lasers and blades, created a small sheild to divert the flame. This gave enough time for Gwen to use magic, levitate the piece of land Neal was standing on and use it to push Neal away.

The three other plumbers attacked Gwen, she jumped high into the air to avoid them and catch her breath. After a few deep breaths, Neal had recovered and came at Gwen, Gwen grabbed Neal's arm as he swung with a blade and prepared her other arm to shoot a burst of flames again. The suit Neal was wearing allowed him to overcome Gwen's grip and he was able to kick her away before she could shoot the fireball at him. Gwen hit the ground but quickly stood up as the three plumbers and Neal rushed her.

"I don't have time for this." Gwen muttered to herself. Dark spots began to appear on Gwen's body much like she had in the fight with Trey, Vilgax, and Kevin. Her eyes had formed three pupils around each of the main pupils. She took up a more barbaric stance as darkness began to eat away at her skin.

As the first plumber got there she quickly blocked his attack and threw him up in the air without him realizing what was going on. She jumped, swinging her right foot, she kicked him in the chest crashing him into the other plumber. Neal dodged the two and went after Gwen. He swung, which she easily dodged, and did an uppercut with her left arm. Neal barely dodge the attack. As he jumped and landed back Gwen jumped in the air and kicked with her right leg which Neal created a shield for. The shield blocked the kicked and Gwen landed on the ground before Neal, ran around to his back side, and shoot another blue flame and Neal. The flame picked Neal of the ground and threw in to the ground a few feet away.

Neal stood up, as he did the two other plumbers and Diamondhead had recovered and began to ran towards her. While Max was off in the distance but was also running towards them. Gwen rose up into the air and held out her hands.

"This is taking to long." She spoke as light followed her fingertips and she formed runic symbols in the air. She created a orange two dimensional square with four smaller squares at the corners.

"The others are easy enough but you cause me too much trouble." Gwen spoke intending Neal. As she finished creating the symbol she put her two hands together extending the index and middle finger of both hands, touching each other while the other fingers we tucked inside her hands. The four outer squares moved into the main square and the square seemed to unfold into an orange sphere. The sphere then multiplied counter-clockwise circulating around Gwen until eight spheres were made.

"Now..." Gwen spoke raising her right hand and looking at Neal, "die!" The sphere's flew into the sky one after the other starting with the one in front of Gwen in a spiral pattern. The spheres then angled down and towards the group.

"Neal they're after you." Max said on the channel as he ran as fast as he could to get to the group.

"I know." Neal said with a grunt. He easily jumped, dodging the first sphere, but the second sphere change it's angle for where Neal was landing. Neal cursed under his breath as he barely sidestepped the sphere as exploded when it hit the ground. The shock wave was stronger then Neal predicted and it sent him a few feet into the air. The third sphere went passed Neal and re-angled it's self upwards.

"Damn it." Neal extended his hands to create a shield but when the sphere hit the shield it shattered sending Neal higher into the air.

"Neal!" Max shouted as as the remaining spheres converged on Neal at all angles causing a chain of explosions. When the smoke cleared Neal, along with scraps of his suit, fell from the sky onto the ground and remained still.

Gwen looked back to the rest of the group and realized that one was missing as a plumber stuck his hand on Gwen's back.

"What?..." Gwen began to retaliate but saw the plumber left a piece of paper attached to her back. "An inscription!?" As Gwen spoke a strong purple light emitted from the paper sending a purple wave from the paper over her body to her chest. As the light passed by any dark spots vanished until the light had stopped and Gwen just stayed in the air for a few seconds, shocked. Diamondhead flashed a red color and turned into Ben as he watched underneath Gwen.

Gwen started to fall and unintentionally but by instinct Ben reached out to catch Gwen. He realized that it was Fal, not Gwen, but it was to late and he stood there stunned holding Gwen. Gwen was also shocked but neither of them moved. The plumber that put the paper on Gwens back broke the stillness by grabbing Gwen and pushing Ben out of the way. He threw Gwen to the ground who tried to catch herself with her feet but unaccustomed to not feeling the flow of magic Gwen stumbled and fell. As she landed on the ground two plumbers came on both sides of her and they, including the one that threw her to the ground, placed circular devices on the ground. When all the devices were placed orange lines were extended and connected the devices in a triangle shape. The triangle then rose a few inches off ground with Gwen on it and three more lines extended from the devices to form a point above Gwen. Gwen had been trapped in a prism.

"Not so tough without your magic eh?" The plumber that was between Ben and the prism spoke to Gwen but she didn't reply.

"Wait she's trapped, so we can hold her until we get the real Gwen back right?" Ben asked the plumber.

"No chance, we don't know how long that piece of paper will work. The pressure inside this prism gradually rises until she's crushed." The plumber replied.

"But..." Ben started.

"He needs to be killed while we have the chance. You saw what he did. We don't have time to gamble with fate. I'm second in command after Neal and since he has died I order the target to be killed." The plumber interrupted, Ben looked away and stayed quiet. Max was still in the distance.

--

**(Author's note: This is not a discussion with Gwen/Fal but a discussion inside Fals mind.)**

_"Haha you lose" A raspy voice spoke_

_How would they know that magic seal? Fal replied._

_"Because you're a weak and ignorant half-breed"_

A silence followed

_"Yet because of our pact I'm unable to watch you fail and die... hehe..."_

--

The pressure build could be seen as Gwen's expression worsened. Ben didn't want to watch because of it was Gwen's body but he also wanted revenge on Fal and watch him suffer.

"Hey, what's that?" Ben pointed out a small circle of darkness that appeared underneath Gwen. The darkness quickly grew until the circle was double the size of Gwen's width.

"Damn she said it would last longer." The plumber spoke to himself, "Hurry up, if the pressure increases fast enough we may still complete our mission."

The darkness began to grow out of the circle and covered Gwen's body. In a few seconds what a black silhouette of Gwen stood inside the prism. The figure had small patches of white throughout the body, white eyes with black irises and three white pupils surrounding the main white pupil. Small strands of darkness slipped away from the figure in all directions similar to the darkness that peeled of Gwen's skin except this looked more natural as the figure looked like a condensed humanoid cloud of darkness. The figure looked at Ben from inside the prism and a smile of excitement grew in it's hazy mouth.

The figure now stood face to face with Ben, it happened so quickly. Ben couldn't break eyecontact with the figure for whatever command he gave his body wouldn't respond, he was frozen with terror. Out of the corner of his unmoving eyes Ben saw the three plumbers that were there drop to the ground as small strands of darkness, like a trail, connected each body to Gwen. Strands could also be seen connecting the three devices to Gwen and the prism faded into nothingness as sparks could escaped each damaged device.

"So... Your the one... The one he... Wanted to keep alive..." Gwen spoke in a chuckling raspy voice. "That's to bad... Our pact... Prevents this... I'm not a fool... like him... are you prepared... You're going to die now..." Every word the Gwen spoke sounded like nails on a chalkboard. But Ben didn't even wince, his body didn't want to wince; just by looking into Gwen's eyes his body had already accepted death, no matter how much his mind rejected it. Ben could feel the darkness covering his body but he still couldn't move. He could feel how easily the darkness could strip him of his life, he could feel the darkness traveling through every part of his body, how in an instant he could killed from the inside out without any hope of survival. He felt how it encircled his heart, stomach, brain, lungs, everything in his body was at the mercy of the darkness.

"Ben!" Max shouted as he came running up to the site. Gwen looked over towards Max which allowed Ben to break free of his trance but it was to late. He could still feel the darkness inside of him and if tried to move, even the slightest, he would kill himself.

"Hehe... Ready to watch... Your other treasure... Be ripped away... Right in front... Of you!" Gwen spoke with delight. "Not to worry... You'll die after..." A intense purple light broke free from the darkness at Gwen's back.

"How... Haha... A second... Hidden inscription... Underneath the first... It appears... Someone still lives... That knows of... Me..." The light grew until the dark figure could no longer be seen. After a short time the light imploded until nothing was there but air. Ben fell to the ground as he could feel the darkness no longer being there. Max picked him up and carried him back to the transport they came on.

"What was that grandpa?" Ben asked.

"I don't know but headquarters should have a good idea, that's where the plumber got that piece of paper from and as far as I know there's no one that knows magic at HQ." Max replied. "Why didn't he let us know he had that paper, if he used it when we started we may have been able to stop him today."


	12. Birth

Chapter 11: Birth

Ben stretched his arm upward as he raised from worn bed. The bed wasn't the best but it was still better then sleeping on the cold metal floor. Also since everyone else slept on the same kind of beds Ben thought that he should be able to do the same. He rubbed his left wrist around the omnitrix and began to get dressed. A knock came from the door and Max entered the room.

"The presenation is about to start, you ready?" Max asked as he looked around.

"Yea I'm ready," Ben replied, pulling down on his shirt and fixing his hair, "Know who this informer is yet?" Ben asked.

"Not a clue." Replied Max. Ben could tell that Max was lying and that Max really knew who this informer was. When they first got back to headquarters Max stormed into the Director's office but came out a few minutes later without telling Ben what happened.

Ben walked along side of Max as the entered a large room where there was people standing in front of a large projection screen. Both Ben and Max joined the crowd waiting a little while before a voice came on the speaker. The director stood on a platform that was stationed between the crowd and the screen.

"As you all know recent events have put us in a peculiar position. Normally we deal with the extra terrestrial issues however we now must focus on a much greater concern. The entity known as Fal has become a severe threat to not only individuals but the planet itself." The Director cleared his throat before continuing. "As a result the most proficient way of overcoming this situation is to enlist the aid of a party that has similar intelligence as the threat. With cooperation this individual has been promised to be given the utmost respect, any charges on their person to be dropped by all governments, and to be provided with adequate living conditions for the rest of their life filled years." The director walked off the platform while another walked up to take his place. As Ben focused his vision of he saw who it was.

"Charmcaster..." Ben mumbled to himself.

Charmcaster walked to the center of the platform, taking a deep breath she started to speak.

"There is very little information on the subject that relates to Fal everything that was has been destroyed over time. The only knowledge I have is oral history from my uncle." As Charmcaster spoke the lights in the room dimmed and the projector turned on. Controlling the slides with a remote in her hand she talked through each one.

"Magic has unique properties as you all may guess. Magic is also commonly believed to be usable by humans only yes?" Charmcaster watched the expressions of the audience, "As you have guessed from what I have just said humans are not the only ones able to use magic. In the past there actually existed 2 lifeforms that wielded magic on Earth; humans and another kind of being know as a Remi. The two, from what I've heard, are almost pure opposites of one another in terms of magic and the usage of. Humans are born and are required to learn magic while when Remis come into existence they already possess the knowledge of magic." Charmcaster paused her speech.

"Sorry this may seem confusing but I'm bad a speeches really," Charmcaster continued, "There exists two planes of existence. The material plane that we all live in and the magical plane in which Remis lived. A material plane is unable to hold a Remi however I'm unsure of the reason why. Anyway when we use magic we draw that energy from the magical plane by casting the needed spells. Remis have no need to cast spells and are able to use magic without being hindered by the casting of spells. Of which Fal has demonstrated when we first met. However as I stated before, Remis are unable to manifest in our material plane though they can still have an affect on us. So what is Fal?

Fal is a result from an experiment done in the far off past. Powerful organizations at the time, particularly those involved with magic, attempted to create being that is born as a human, being able to exist in the material plane, yet being born with the knowledge of magic and the ability to use magic without the casting spells as a Remi would. The experiment eventually became a success as Fal is a result of that; called a D-Remi.

These D-Remis held great ability and potential, often besting magicians that spent their life time gathering their wisdom of magic while still being a young child. However Remis were still overpowered even the best of D-Remis. As D-Remis grew in age they were used as weapons of war, why send a army when you can send a lone individual to capture an entire city? Mankind began to fear the D-Remis and Remis alike so we decided to get rid of them. One by one we betrayed and killed D-Remis, Remis, and those humans who held strong bonds with such. Somehow Fal was imprisoned instead of destroyed. Though I found no existence of him when I owned the book for whatever reason or how Gwen was able to release Fal.

As I've explained to you Fal is a D-Remi but when Gwen released Fal into her being she released something else as well, of which Fal kept hidden from her." Charmcaster stopped and drank some water from a bottle she took out of her pouch.

"The recent expedition sent after Fal had the main purpose of destroying Fal but one member held a hidden second objective in case the first failed. He used a seal I created to suppress the magic ability of Fal but another seal was hidden in the first of which activated when the body of Gwen became an almost living shadow. This second seal activated teleporting Gwen away from the scene.

Now the second seal would have only activated by the cause of an actual Remi, not a D-Remi, taking control of the body. Therefore when Gwen let Fal into her conscious she also let a Remi in..."

"But you said Remis couldn't exist in our plane." A voice interrupted Charmcaster from the audience. Charmcaster anticipated the question and turned her head towards the one that asked.

"Well they can't exist in our plane physically but as I also said they can still affect us. In terms of Gwen the Remi was actually able to become apart of Gwen's mind. However they still are not meant to exist in our plane so the Remi had to grow accustomed to our plane. That's why when the Remi first had control over Gwen's body, back at the time when Vilgax ambushed Ben and Gwen on their school bus, Gwen's speech seemed out of place due to the Remi being unaccustomed to our plane and our bodies. As the Remi grew accustomed it was able to alter Gwen's body to better suit itself when needed, that's why the dark markings began to appear at times on Gwen. As the Remi further developed it was able to pass lesser alterations onto Fal, allowing Fal to alter Gwen's body in the same way as the Remi providing greater power; this is shown in the recent encounter where Fal was still obviously in control yet was able to make the dark markings appear on Gwen.

The very latest alteration that you've seen is where the Remi was able to change Gwen's entire body into what seemed to be a living shadow. This form is the closest one is able to obtain to being a true Remi in our plane. Yet the human body was never meant to be exposed to this much magical energy and as a result the real body, Gwen's real body, quickly deteriorates to the magical pressure. In short the shadow the covers Gwen's body is eating away at her body as well.

My suggested course of action is to recover Gwen, the real Gwen, her mind. Fal had sealed her away in a book similar to the way he was sealed. He also had covered the book in a sphere of ice that is not supposed to be able to melt or break. I however know a spell to counter it and a spell to locate wherever Fal hid the book.

Gwen is the only one who has had access to the mind of Fal, even if it was a covered up lie, it's still better then anything we have. She may be the only one who would know his weakness. I've already discussed this with your director and he has agreed to assign a mission to recover the book..." Charmcaster stopped speaking as the director walked up on the platform. He dismissed her and took her place as speaker.

"The mission will compose of a small force who's job is to escort Ben, Max, and Charmcaster to the international space station. We need a small group to delay discovery of our mission for as long as possible. The reason for the ISS as the destination is so they are as far away from from Fal as possible in case of detection, thus increasing our chances of success even if Fal attempts to stop us, while still having the book in range for her spell to take effect.

Charmcaster has informed me that since a Remi is apart Fal the Remi will be able to detect a spell being used and what the spell is intended for. So as soon as Charmcaster starts the spells you will need to be on alert. Possibly sooner if Fal finds out about it beforehand." The director took out a piece of paper and read off names. The people who's names were called stayed while the rest left the room.

Charmcaster walked into the remaining crowd and faced the director as he gave the specific mission details.

"Why are you helping us?" Ben asked Charmcaster after the director was done speaking. A smirk grew on her face.

"Oh I'm not helping you, I'm just trying to survive. If Fal isn't taken down I might as well walk up to him to kill me cause he eventually will anyway." Charmcaster replied. The director dismissed the group and walked back to his office.

"Pack up Ben, we leave in less then a hour." Max put his hand on Ben's shoulder for moment before leaving. Charmcaster didn't say anything and walked off as well as everyone else. Ben was the last one to leave the room, before doing so he look up to the ceiling with a concerned smile. He couldn't wait to see Gwen again.

Ben met up with Max and the rest of group in the hanger. Everyone except for Charmcaster was wearing the same robotic suits that the other group wore when they attack Fal. Once they were all boarded the shuttle took off out the hanger doors and headed towards the sky.

"This will be your first time in space?" One of the plumbers asked Ben.

"No I've been in space a few times before." Ben replied. He looked over at Charmcaster who didn't say anything.

"That's a good thing then..." The plumber was cut off by a voice over the intercom.

"ETA seven minutes." The intercom went silent. Ben looked out the window, watching the ground move further and further away.

When the shuttle arrived there was no one else in the station. The group made quick efforts to fortify the station and prepare Charmcaster. They set up and shield barrier around the station, afterwards everyone except for Ben, Max, and Charmcaster went outside the station to guard against and slow down Fal if he came. The plumbers outside use their suits to obtain movement while protecting them from the harsh enviorment.

Charmcaster had set up an alter and prepared the room she and Ben was in for the spell. Max waited in the next room watching out the overlook towards Earth. Charmcaster gave a flat rock to Ben it was small enough to to fit in one hand and in his pant pocket.

"When we find the book I'm going to open a portal to where it is. You need to just place that talisman on the surface of the ice surrounding the book and the ice will melt." Ben nodded in agreement to Charmcaster. She turned away and began her spell to find the book.

Only a few minutes had passed when Max spoke out.

"A blue light is approaching from the surface, be ready." The plumbers outside the station gathered in the direction the light was approaching.

"Stop! You will not proceed any further." The plumber spoke when Gwen arrived. She had a blue shield surrounding her allowing her to survive out in space.

"You idiots need to stop this!," Gwen yelled, "You'll ruin everything." Gwen reached out her hand in the direction of the plumber that spoke to her. She fired a lightning bolt at him; which he dodge. The plumber, along with the other plumbers, retaliated and went in to attack her. As they got close enough a large electric field pulsed out centering around Gwen. All the plumbers got hit and their suits stopped moving.

"He shortcircuited the suits." Max mumbled in his breath. Gwen left the group of plumbers and approached the station. Max expected Gwen to come have to break threw the barrier and then have to break through the hull of the station but instead Gwen phased through the barrier and the hull. Gwen stopped and stood in front of Max who was guarding the room Ben and Charmcaster were in.

"Out of the way." Gwen said raising her arm in Max's direction.

"You took my granddaughter from me. I'm getting her back and you aren't going to stop me." Max's voice growing with anger.

Max charged Gwen determined to give Charmcaster more time. Gwen swung her arm in the direction of Max producing a blue flame which carried Max into the wall. Gwen approached the room Charmcast and Ben resided. Max, recovering from Gwen's attack, shot a laser at a control panel on the side of the door. The shock forced the door closed, blocking Gwen.

"Grandpa!" Ben yelled running towards the door.

"No!" Charmcaster grabbed Ben's wrist, stopping him, "The spell is done..."

"I can't just leave Grandpa" Ben replied.

"It's either your grandfather or Gwen... You don't stand a chance against a D-Remi and this portal won't hold long." Charmcaster still held Ben's wrist

"I've kept up with Fal before." Shouted Ben.

"You idiot he's been toying with you." Charmcaster responded.

"I don't..." Ben hesitated. Charmcaster casted a spell causing Ben to levitate forcing him into the portal. The portal closed causing Charmcaster to open a new one to a different location. Before she entered she turned around to see Gwen watching her. The station faded from sight as Charmcaster ran into her portal, closing it behind her.

Ben didn't know where he was. The area around him was blanketed black, the floor was slippery, the air was cold and moist, Ben reached out with his hands but could not feel anything. He was alone in the dark with no idea of where he was. He stood in the darkness planning what to do next. He became satisfied when he raised his left arm and activating the omnitrix to act as a light source.

The green light showed a that he was either underground or in a cave of some sorts.

"Grandpa..." Ben said aloud to himself, sadness in his voice, "not you too..." Ben walked the caverns for hours but found no trace of a book or an exit. While he was searching he slipped on the wet rock beneath him causing to fall onto the omnitrix ,activating it and transforming into Wildmutt.

Wildmutt became agitated until it realized it could search the cave much faster as Wildmutt. Shortly after starting to scan as much of the cave as he could he picked up an abnormality with his senses. Wildmutt rushed to the area, gaining a stronger sense of it the closer he got.

A low whimper came from Wildmutt as he found the abnormality was simply a snake which ran away when Wildmutt got close. A red flash came resulting in Ben once again becoming consumed by the darkness. Taking a step backwards Ben slipped, expecting to hit the ground but instead Ben fell onto a downward slope and slid nonstop towards the bottom. Unable to seeing through the darkness Ben continually hit rocks and other obstacles on the way down. When the chaos finally stopped Ben laid on the ground sore and bruised. He slowly extended his arm to support himself in standing.

Ben was half standing and the support his arm was using gave causing Ben to fall back onto the ground. Ben couldn't see the object that he supported himself with but he heard a familiar sound as the object distanced itself from Ben. Frantic; Ben hurried up, denying the pains of his body, and reached out towards the sound.

He started to laugh excitingly as he felt a deep cold come from the object that he didn't notice before. He felt the perfect roundness; he searched his pockets recklessly trying to find the talisman Charmcaster gave him. He hastily pressed talisman against the object. Nothing happened, Ben grew angry; preparing to throw the object he stopped midway as he felt water drain down his arm. In moments the object he held in his hand was no longer cold and, to Ben's surprise, completely dry. He continued to examine it with his fingers, the more he did the more it felt as a book, the more excited he grew.

The omnitrix glowed a green light singaling it was ready for use again. Ben used it as a light as saw that he did indead hold a book.

"Gwen!" Ben shouted as he opened the book, looking through the pages. No response came.

"Gwen!?" Ben shouted again but was given no reply again. He started reading the pages to see if he could find Gwen that way. He looked at the book for hours but found no hint of Gwen. Ben grew hungry and his body drastically grew tired from being unrested with his bruised limbs. He read aloud a passage from the book, his voice filled with rage.

"Why! I don't even know what any of this book means! Why did this have to happen!? Why is it not working!?" Ben thew the book into the darkness where the little light from the omnitrix could not show. Ben laid down attempting to ease his mind but the anger and despair kept returning.

---

Suddenly Ben found himself in a moderately lit, brown, brick, square room with no doors or any connection to outside of the room.

"Ben?" Ben turned as a voice spoke his name. He saw Gwen standing behind him looking at him with with heartened eyes.

"Gwen..." Ben fell to the floor no longer able to support the aches of his body.

"I'm... I'm so sorry" Gwen's voice was cracking and tears filled her eyes.

"It's... alright... I've come to... get you..." Ben speech stuttered and slowed as exhaustion grew. "I'm glad... you're safe..."

Gwen kneeled down and hugged Ben who was ready to pass out.

---

Ben opened his eyes and stood up in a haste. His body didn't feel sore at all anymore and he couldn't feel the bruises.

_"You're good to go I think"_ Ben became still and extremely pale.

_Gwen?..._

_"...Yea it's me."_

_You're in my head?_

_"Much like how Fal was in my mine."_

_But why are you in my head?_

_"You released me from the book, whether you knew it or not. And since Fal has my body I couldn't do anything else."_

Ben's head suddenly filled with new emotions, feelings, and memories.

_Wha..._

_"It's the result of our consciences mixing, it'll feel normal shortly."_

_We need to get out of here._

_"Right, let me have control for a sec."_

_What?_

_"You know, how Fal and I switched controllers over my body."_

_Oh okay._

Ben's expression changed. He spoke a spell creating a ball of light which iluminated the room. He casted another spell to create a portal in front of him. Afterwards he gave a deep sigh and felt weak at the knees.

_"Wow I would never have gotten this tired casting these spells."_

_What's that supposed to mean?_

_"I dunno, I've never gotten tired from casting spells but you do. Probably because you're body isn't used to magic."_

Ben walked into the portal, apon exiting he found himself on mainstreet of their hometown.

_"Now what?"_ Ben felt a deep sense of anger growing.

_We get my body back!_


	13. Unbiased Fate

**(From here on italicized words are conversations between Gwen and Ben unless stated otherwise. Gwen's have quotes.) I also apologize again for the poor grammar and spelling. I try my best to clean it up but I know it still needs much work.**

Chapter 12: Unbiased Fate

Ben sat on a bench in the town's park. The town was abandoned due to everyone trying to hide from Fal. Ben looked up into the sky watching the clouds blow by.

"Where would we start?" Ben talked to himself.

_In the time I spent in that cave searching for you the plumbers base was raided by Fal._

_"Everyone was killed..."_ Ben's face grew with grief.

_"I did this. I... I was turned against you and grandpa so easily I didn't even realize. If I had listened to grandpa back when I first noticed that page in the book this would never have happened."_

_It's not your fault..._

_"But it is! I let this happen."_

_We can't change that now._

_"If only..."_

_It happened Gwen! It's not going to change. We need to stop Fal._

_"Yeah..." _

"Hmph. Do you know what you've done?" Ben jumped. Gwen hovered behind him above a tree. She tossed something in front of Ben. It hit the ground, rolling once, and stuck the ground facing Ben.

"That's!" Ben's voice cracked with anger and grief. "That's the helmet to grandpa's suit!"

"Reap the consequences for your actions." Gwen said emotionless.

"You killed him!?" Ben yelled activating the omnitrix.

"Yes." Replied Gwen. The answer threw Ben's emotional state into a frenzy. Gwen felt a intense anger growing; she was unsure if the anger was Ben's, her own, or a combination of the both of them. Ben recklessly used the omnitrix without attempting to select a specific alien. A green light revealed XLR8.

_"Ben! I can't use magic when you're an alien."_ Some rational thought returning to Gwen

XLR8 jumped to attack Gwen. Gwen smirked and a blue flame struck XLR8 from above slamming him into the ground. Without hesitation XLR8 got up and ran in circles underneath Gwen. A current of wind surrounded Gwen caused by XLR8's running. The vacuum began to drag Gwen downwards towards the ground. Before Gwen got into XLR8's reach she spread out her arms, the windstorm stopped abrubtly causing XLR8 to stumble sliding into the ground.

"You're a moron." Gwen mocked lowering her arms. "Both of you."

XLR8 stood up; he charged Gwen again but was struck by another blue flame dragging him into the ground.

_"Calm down we're not going to win if you keep this up."_

_He killed Grandpa!_

_"I know! But you need to calm down otherwise he'll kill us too"_

XLR8 raised slowly facing Gwen.

"I can't do it again you know." Gwen sighed. "You ruined you're only chance Gwen."

"Don't talk to her!" XLR8 yelled back. "You have no right."

"Oh," Gwen began to laugh, "Right? 'I have no right.' Please. Ignorance is why fate has turned against you."

XLR8 ran away from Gwen, turning, and repeatedly circled around the park.

"Stop wasting my time." Gwen said aloud for XLR8 to hear. A rock pillar arose in front on XLR8 resulting in XLR8 crashing into it. Stumbling backwards XLR8 was struck by a smaller pillar emerging from the larger pillar at a downward angle, pinning him to the ground. Gwen landed on the side of XLR8 extending out her palm facing XLR8. Blue flames began to gather in Gwen's open palm but a red flash interrupted her. Ben was free from the rock pillar and ran away from Gwen.

"It's not going to help." Gwen swung her arm shooting a wave of blue flames towards Ben. Ben turned around realizing he couldn't out run it.

_"Out of the way!"_

Ben spread his arms mumbling a spell. Between his arms a green screen formed blocking the attack. Ben's body became heavy and he fell down to his knees, hardly able to breath and unable to move.

"Really?" Gwen laughed aloud, "You were so talented with this body you didn't even bother to learn the basics of using magic. Why do you think I chose your body Gwen?

_"Can't move, everything hurts."_

_What'd you do Gwen!?_

"My book passed through many hands throughout time. However you had the highest magic capacity I've sensed yet." Gwen explained.

"What?..." Ben struggled to speak.

"Any human can use magic however every person has a limit to how much magic they can use at one time. Unfortunately for you Ben's capacity is minimal at best, you almost killed yourselves making a simple shield. And now you can't even move. While you Gwen, your body has an almost infinite capacity." Gwen continued.

Ben struggled to move but met no result. He tried to use the omnitrix but it was still in cool down.

"Idiotic, the both of you." Gwen placed her palm on Ben's head. A single tear emerged in her eyes. "Good-bye Gwen, Ben." Blue light shinned between Gwen's palm and Ben's head.

_"What if..."_

_What?_

Ben started to mumble a spell.

"Were you listening before? You nearly killed yourself before and your trying again?" Gwen said.

"Heh, trying something new." Ben said with a smirk as his right hand let off a slight light. He pressed it against the omnitrix, activating it. The flash of light cause Gwen to jump back. After the light passed a white being stood up facing Gwen. It held a humanoid shape with no visible mouth, two blue eyes without visible pupils, no visible ears, a solid red rectangular line that stretched vertically on each cheek from the eye to the chin, and a single small white tentacle atop on the head tilting behind the head. The being stood eight feet tall with six stubs emerging along the back, each one foot long; two arms with a normal human hands at the end of each, and two normal human legs without toes on each foot.

"That's... not possible..." Gwen spoke as concern quickly filled her voice.

_This one is new... how about Aern?_

_"What?"_

_It's got to have a name._

_"This isn't the time Ben!"_

Gwen interrupted them by shooting a blue flame towards them. Aern held out it's hand while a white shield blocked the attack. Without stopping Gwen rushed Aern, spinning her body she threw a punch hoping to shatter the shield but the shield easily blocked the punch creating a shock wave filled with blue fire dispersing in all directions. Gwen jump flipped above Aern kicking her leg towards it shooting another blue flame which was blocked by a newly formed shield. Before Gwen landed the earth underneath her shifted, shot out of the ground, struck Gwen, and sent her to the other side of the park crashing into a line of buildings across the street.

"This can't be... Using the omnitrix they... Maybe this can be stopped after all." A smile came to Gwen's face. She walked out from the building facing Aern on the other side of the street.

"We won't let you continue this." Aern spoke, it's voice was an odd yet pleasant combination of Gwen's and Ben's voices.

"Hehe, then show you're determination. Only so many chances can be taken." Darkness began to crack along Gwen's skin. "How many are you going to take before you learn?" Gwen charged Aern at a new found speed. Spinning her body she used the momentum to kick her leg into Aern. Her left leg met with a shield but neither gave way, with her back facing Aern she threw her right hand onto the shield, thrusting as much energy as she could she broke the shield. Continuing on the offensive she gathered a blue flame in her left palm, extending towards Aern.

In an instant a white light interrupted Gwen, throwing her into the ground. Bouncing off the ground, before she could recover, another white light dragged Gwen along the outside walls of the buildings on the street, and tossed her into the sky. As Gwen continued into the sky she met with Aern, before she could react, a light shot her into the ground below creating a crater.

Aern landed gently along side the crater. A glass-scratching laugh came from the smoke. Gwen slowly raised from the impact squatting looking up at Aern.

"So..." Gwen's eyes looked over Aern as eerie laughing continued from her lips. "You did the impossible I see... Using magic as 'DNA' for the omnitrix... How a little toy can break such a law..." Gwen's laugh started to become mumbled. Darkness gathered quickly at Gwen's feet slowly growing over her body.

"You created an actual Remi in the physical plane!" The darkness erupted, completely covering Gwen's body leaving a dark silhouette. "But..." The laughing continued as the darkness lowered it's arms to the ground. "Since your a complete Remi you are stronger then I however" The white eyes looked towards Aern. "I have more experience!"

Gwen used all fours and leaped towards Aern in a unnatural manner. A white shield formed but Gwen crawled along the air, unaffected by gravity, and around the shield; placing her right hand on Aern's chest,and planting her feet in the air. She threw Aern down the street with her arm stretching the distance. Gwen's arm burried Aern into the ground, dissipating in the air afterwards returning to it's normal length.

Gwen appeared above Aern with strands of darkness connecting her to her previous position. Grabbing Aern she threw Aern into the sky in an instant. Aern cleared the line of building tops and was stopped abruptly by Gwen's knee sending Aern back into the ground with Gwen's leg extended the distance. Her leg soon disipated, returning to normal length.

**(Author's note: With this 'Dark Gwen' I mean her actions and body to truly be like a shadow. Also with her speed don't picture her movements like going from point A to point B but rather she was at point A and then she was at point B while small strands of darkness connected where she was at point A to where she now is at point B outlining her path. Think of Sora's antiform from kingdom hearts II.)**

Aern stood up quickly, aiming it's hand at Gwen, shooting multiple beams of light. Gwen's laughing increased, spreading out her arms and legs in four different directions an unseen force pulled apart pieces of the buildings surrounding her. One piece hovered behind each arm and one piece behind each leg. Gwen crawled along the air down towards Aern, dodging the beams of light on the way, with the four building pieces following behind her. Aern watched Gwen descend; suddenly appearing to the side of Aern spinning her body, backhanding with her right arm. Gwen's arm never contacted with Aern but the debry following hit Aern with high force.

Aern was pinned against an outside wall. Bouncing off the wall Gwen appeared infront of Aern swinging her other arm, stricking Aern with another piece of debry, sent Aern crashing into a building at the end of the street.

_"This isn't working anymore..."_

_We can't get a hit in._

_"There has to be a way, has to be something else this can do. He said that we're a 'complete' Remi and we should be stronger. But..."_

_...We can't lift a finger on him_

Stumbling out from the building Gwen appeared in front of Aern swinging another building piece at Aern with her right leg. A white shield blocked the debry causing Gwen to swing the last piece with her left leg. Aern stuck out it's hand and held back the attack, using it's other hand Aern raised a piece of the road and threw it at Gwen. As the earth hit Gwen her body acted as smoke allowing the rock to pass through unresisted. A heavy laughter came emerged from Gwen.

"Oh..." Gwen's raspy voice spoke accompanied by laughter. She extended her right arm, grabbing Aern's neck, and pinned Aern against the wall with tremendous force.

"You may be a Remi now... but inside you're truly humans..." Gwen's raspy voice spoke, "Your judgment hasn't changed!... You show such a lack of skill... You disgrace my race!" Sparks of electricity gathered in Gwen's darkened left hand.

_"This..."_

_...Isn't good. _

Gwen drew back her right arm, thrusting it into Aern's chest. On impact, the building behind Aern collapsed from the force covering both Gwen and Aern. After the rubble settled darkness seeped out of the pile, gathered together, and formed a dark, laughing silhouette of Gwen.

_Gwen, it can't end. We can't stop. What about grandpa and everyone?_ Ben was replied with silence

_Gwen!?_ The silence grew.

_"...I did this... If I had listened... this would never have happened... I wish this never happened..."_

_Gwen... This is our fault not yours, not mine, but our fault._ Ben was met with silence.

_You hear me? We are all to blame. Me, you, grandpa, all of us. And even though grandpa is no longer... _Gwen felt deep sadness from her cousin.

_We are all to blame, not just you. You're not alone, you have me here and grandpa in spirit. We all made the mistake, we're all together, we'll all continue on..._

_"Yes... we'll all continue on..."_

The rubble underneath Gwen was pushed aside as Aern levitated out from the building debry. Aern's white skin was now cracked with light blue, from Aern's head down to the feet with no noticeable pattern. The six stubs on Aern's back had hatched open revealing now six small, long, and winglike membranes. The six tips were colored a bright red-orange and slightly transparent.

"We'll all continue on!" Aern's stern voice filled the area.

The ground beneath Aern was suddenly pushed aside as a mass of energy was released, digging a large half-sphere hole in the ground. Gwen jumped back to avoid being caught up and watched Aern. Static electricity filled the crater. Gwen's laugh grew as she continued to watch Aern.

"Now... true entertainment..." Gwen's laughter carried on, "Let's see if... I can kill you... before your... this body... breaks under pressure..." Gwen's eyes met with Aern's. Stillness occurred for a moment.

Gwen appeared next to Aern swinging her arm, formed as a claw by the darkness, as if to cut Aern. Her hand met with a white static energy that didn't look like a shield but held back her attack none the less. Gwen appeared on the other side of Aern, both arms and both legs now changed to claws by the darkness, releasing a rapid amount of slashing with all four limbs on Aern. The same white energy continued to appear to block an attack and disappear afterwards. Gwen reapeared behind Aern attacking with the same tatic.

After the first two attacks were blocked a ray of light counted Gwen, sending her across town, crashing through and objects in the path. Gwen quickly recovered and charged at Aern, running on all fours in an animalistic manner both on the ground and in the air.

Aern dodged Gwen's first attack with her right arm, Gwen continued by attacking with her left leg which as blocked by the white energy. As she spun around she pulled piece of the ground with her, throwing it into Aern. Unexpecting, Aern was pushed into the building side.

Continuing Gwen pulled her arm back, preparing to thrust it into Aern's chest. The white energy came together forming a ball and expanding, repelling Gwen. Gwen prepared to attack again but stopped abruptly, a grinning smile growing on her face. She jumped above the rooftops and looked down at Aern.

"Well well..." Gwen's speech began to deteriorate. "You body... has finally been pushed... to it's limits. It won't... hold much longer..." The darkness was struggling to keep it's humanoid shape and not disperse into the air.

"No matter... Judgement has been decided... even if everything else... must be harmed..." Gwen spread out both her arms with palms as if they both were holding an invisible ball, "Judgement will be passed!" Gwen's raspy voice echoed through the empty city. A small vacuum effect could be seen at the center of both palms.

_What is..._Ben felt a complete sense of hopelessness fill Aern's being.

_"We lost..."_

_What do you mean?_

_"That's what he used on Hex! He barely controlled one at that time. He's making two now!"_

"Not even I... have the ability to control two of these spheres." Gwen's laughing picked up. "So... everything will be destroyed!... Judgment will be passed..." Gwen's speech was interrupted by something being pressed on her back. She turned and saw Charmcaster behind her pressing a small piece of paper on her back.

"What!?" Gwen's voice cracked with rage. At the same moment purple light ermerged from the paper sweeping across Gwen's body. Every bit of darkness the light touched was expelled. In a matter of seconds Gwen's body returned to normal with the sphere's stopping.

Gwen's gaze was filled with fear as her's met Charmcaster's. Gwen began to fall from the sky due to the loss of magic. Charmcaster stayed in the air with a satisfied smile. Aern caught Gwen and levitated her in front of it.

"You've lost Fal!" Aern said.

"You all are still idiots!" Gwen's spoke with rage.

"There's nothing else you can do." Aern continued.

"Why are you hesitating?" Gwen replied without relieving the anger.

"What?" Aern questioned.

"What did I say before? How many chances are you going to waste?" Gwen continued.

"I don't understand..." Aern began.

"The seal is not going to..." Gwen interrupted. At that moment darkness instantly gathered and covered Gwen's body.

"Hold..." Gwen said laughingly. Before Aern could react Gwen had broken free of Aern's grip.

Grabbing ahold of Aern by the shoulders with her hands Gwen used both legs to kick Aern down the street.

Charmcaster started to cast a spell but stopped suddenly when Gwen appeared infront of her.

"You'll bother me... no longer..." Gwen had entangled Charmcaster in darkness.

"Charmcaster!" Aern yelled and it raced over to help. Gwen grew a delighted smile watching as Aern approached them. A moment before Aern had reached them the darkness had devoured Charmcaster.

"Ah... Such a pleasing... I can imagine... on your face." Gwen's raspy voice spoke. Turning herself to completely face Aern. "Let us... start again!" Gwen held out her two hands and started to create spheres again.

Aern interrupted her by placing it's two hands on her two hands.

"Now what are you..." Gwen was interrupted as a large nontransparent sphere grew between her and Aern, engulfing the two and blocking them from the outside.

---

**(Author's note: This coming up is the actual Gwen.)**

Gwen found herself falling slowly and landing on a pale blue floor. The space neither felt cold or warm, just felt normal. There were no seen boundaries, other then the floor, but the looking off into the distance all one could see was a deep, dark blue.

"This is looks like... where I first met Fal." Gwen spoke silently to herself.

"So you've even come here?" Gwen turned around recognizing the voice. Standing a few feet away from her was Fal. Without any hesitation Gwen casted a spell on herself causing herself to levitate and gain an electric aura.

"This is getting familiar." Fal spoke pleasantly.

"Shut it!" Gwen's aura intensified.

"What I tell you before about your temper." Fal continued.

"I said, shut up!" Gwen shot a bolt of lighting at Fal. The bolt however was deflected by unknown means.

"Gwen... please stop, relax." Fal's voice became softer.

"After all you did! All you've done... All you've made me do!" Gwen's aura sparked ferousiously. She shot another bolt at Fal but it met the same result.

"You don't... understand." Fal said.

"Understand! Understand what!? How you used me, how you killed my grandfather along with so many others!" Gwen shot another bolt but to no avail.

"Where's Ben!?" Gwen demanded. Fal reached out his hand pointing above the both of them. Gwen looked up and saw Aern still, she also saw herself covered with darkness battling against Aern; the both of them seemed to be frozen in time.

"What did you do!?" Gwen continued.

"I didn't do anything, you tried to stop us remember? By doing so you created this." Fal answered.

"What is 'this'!?" Gwen asked

"A space created by a fluke of magic, all our consciouses are here." Fal said.

"All? So the Remi is here too?" Gwen asked. Fal nodded his head to answer.

"Well why is Ben stuck up there?" Gwen asked pointing up at the still frame.

"It's a fluke of magic." Fal repeated.

"Well stop this... all of this." Gwen turned back to face Fal. She gathered electricity in both hands.

"Give me my body back and go away!" Gwen erupted with anger as she shot as much lighting as she could at Fal. The lightning stopped a foot in front of Fal and, after Gwen had finished her attack, the lighting entered the blue floor traveling back towards Gwen. Before she could defend the lighting had stunned her. She fell down on both knees with her head bent down. She couldn't move anything but could still understand what was happening around her.

"You idiot." Fal said walking up to her.

"...Now kill her" The voice caused to Fal turned abruptly and saw the upper body large dark humanoid figure emerged from the dark blue surrounding them. It's yellow eyes peered at both Gwen and Fal. Fal turned back to Gwen and hesitated for a moment.

"Fulfill our pact!" The Remi's voice intensified. Fal looked at Gwen and hesitated still.

"She is human. You attempted to change that by trapping her into that book by it doesn't matter what guise she has... she is human! By our pact all humans shall perish." The Remi's voice grew with anger. "You hoped to use the excuse of her being a book to save her from our purging. You've could have easily done away with her conscious when you gained complete control of the body. Nothing will save these pathetic beings. Now eliminate her or you shall break our pact." Fal didn't respond but raised a hand shakingly towards Gwen.

"N... No..." Fal lowered his hand and turned back to the Remi. "I won't..." A loud hidious laughter came from the Remi.

"You have broken our pact..." Much movement was happening where the Remi resided. Tentacles of darkness emerged converging on Fal. Fal jumped to avoid them but was instantly pierced but several other tentacles in an instant. Fal was held in the air unable to move, other then barely being able to lift his head.

"You have no hope of escaping. You half-breeds are no better then those humans themselves. You are just as weak... Pathetic emotions... You share their same weaknesses. You'll die along side them!" The Remi continued. Fal struggled to breath and stay conscious.

"And for breaking our pact you'll be forgotten, by time itself, you will have ceased to exist. You'll not only die here, your entire existence shall perish as well. With or without your consent our pact shall be fulfilled. All humans, all traces of humans, shall be destroyed!" A quite, smirk laugh could be heard from Fal.

"F... for being... supposedly... so smart..." Fal struggled, speaking between gasps of air. A small light sphere could be seen in Fal's right hand, which was hiding from the Remi until now.

"That's!" The Remi started.

"This spell... was practised by..." Fal said gasping.

"I know how it was developed!" The Remi yelled hysterically.

"Because... it was... such a risk... Magicians practiced... in a... meditative... state... After every session... they would... record... their progress... in case they... happened to... fail the next... time." Fal continued, ignoring the Remi.

"But the spell was... still so strong... It could be... fatal even in... a dream... Do you... know how?" Fal asked.

"Oh course I kno-..." The Remi started but was interrupted by Fal.

"If it were to... be mistakenly cast... it would destroy... the active conscious... of it's user... All that... would be left... would be... a... body in... a vegetative... state... brain dead..." Fal answered himself.

"You insolent; you'll destroy her aswe-..." The Remi stopped as it noticed Gwen was missing. Fal began to laugh slightly again.

"I... sent out her... of here already..." Fal said.

"You'll destroy the both of us!" Rage grew in the Remi's voice.

"Hmph... I'm... already dead... Even if I... survived against you... I will be... killed by magic... for breaking... the pact..." Fal answered. "This way... you won't be... able to bring... anymore harm... to this planet..."

"Why do you care so much about this now!?" The Remi interrogated.

"Because..." Fal hesitated longer then normal. "I... met her... I no longer... wish for revenge... I won't let you... destroy anymore... of her life!" Fal's voice grew in intensity as he allowed the orb to drop from his hand.

"The past... is the past..." Fal's words fainted as light illuminated the space. It was as if a picture was taken; no movement, everything was black and white until the light faded into nothingness.

---

Ben found himself standing while Gwen's body stayed in the air above him.

_What happened?_

_"I... I'm not sure."_

Gwen's body began to slowly fall towards the ground. As it came close to the ground it appeared as if it was slowly fading away in a rainbow light extending out from the ground under Gwen. Ben watched in shock and confusion. A faint image of Fal appeared in the light facing Ben. Quickly responding Ben reached for the omnitrix.

"There's no need." Fal said causing Ben to stop.

"You..." Ben started to say as Gwen took over. Fal looked at him with a saddened look on his face.

"This is... a recording you could say. You're body was to damaged from the Remi that it will soon disappear into nothing." Fal explained looking up.

"Anger and rage were my own fault for forming that pact. The Remi and I agreed to work for revenge, we swore in magic. I was a corrupted at the time by my anger. Once the pact was formed, because by magic, it couldn't not be broken. Doing so would result being struck down by magic itself.

However I broke the pact... and now I face the consequences." Fal looked down at Ben. "Everything about me, the Remi, and all effects of our actions will be forgoten."

"What?" Ben asked in confusion.

"The both of you will forget about us the moment your body is done fading away. Everyone and everything will forget about us. Any recordings of us shall disappear aswell. You won't know why your grandfather is dead but you'll know he's dead. You won't know why you two share the same body but you'll know you do." Fal explained as Gwen's body had faded up to the shoulders.

"Why... then why are you telling us?" Ben asked in shock.

"I guess in these last few seconds... I want your forgiveness." Fal said. He raised his hand to Ben stopping him from answering. "But I don't deserve it..."

Gwen's body had completely faded away, along with the image of Fal. Ben stared blankly into the sky and then he shockingly realised, Gwen was there with him! Inside his head.

The End


End file.
